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                                                                     EXHIBIT 4.3

                               PURCHASE AGREEMENT

         This PURCHASE AGREEMENT is made as of this 16th day of September, 2004,
by and between NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation
(the "Seller"), having its principal executive office at 990 W. 190th Street,
Torrance, California 90502, and NISSAN AUTO RECEIVABLES CORPORATION II, a
Delaware corporation (the "Purchaser"), having its principal executive office at
990 W. 190th Street, Torrance, California 90502.

         WHEREAS, in the regular course of its business, the Seller purchases
certain motor vehicle retail installment sale contracts secured by new, near-new
and used automobiles and light duty trucks from motor vehicle dealers.

         WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables (as hereinafter defined) and certain other
property are to be sold by the Seller to the Purchaser, which Receivables will
be transferred by the Purchaser pursuant to the Sale and Servicing Agreement (as
hereinafter defined), to the NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST (the
"Trust"), which will issue notes backed by such Receivables and the other
property of the Trust (the "Notes") and certificates representing fractional
undivided interests in such Receivables and the other property of the Trust (the
"Certificates").

         NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration, and the mutual terms and covenants contained herein, the
parties hereto agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         Terms not defined in this Agreement shall have the respective meanings
assigned such terms set forth in the Sale and Servicing Agreement or Trust
Agreement, as the case may be. As used in this Agreement, the following terms
shall, unless the context otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and plural forms of the terms
defined):

         "Agreement" means this Purchase Agreement and all amendments hereof and
supplements hereto.

         "Assignment" means the document of assignment attached to this
Agreement as Exhibit A.

         "Certificates" shall have the meaning specified in the introductory
paragraphs of this Agreement.

                                              (Nissan 2004-C Purchase Agreement)

<PAGE>

         "Closing" shall have the meaning specified in Section 2.2.

         "Closing Date" means September 16, 2004.

         "Collections" means all amounts collected by the Servicer (from
whatever source) on or with respect to the Receivables.

         "Damages" shall have the meaning specified in Section 5.4(a).

         "Notes" shall have the meaning specified in the introductory paragraphs
of this Agreement.

         "Prospectus" has the meaning assigned to such term in the Underwriting
Agreement.

         "Purchaser" means Nissan Auto Receivables Corporation II, a Delaware
corporation, and its successors and assigns.

         "Rating Agency" means Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or Moody's Investors Service or any successors thereto.

         "Receivable" means any retail installment sale contract that appears on
the Schedule of Receivables.

         "Receivables Purchase Price" means $1,182,333,885.41.

         "Repurchase Event" shall have the meaning specified in Section 6.2.

         "Sale and Servicing Agreement" means the Sale and Servicing Agreement
by and among Nissan Auto Receivables Corporation II, as seller, Nissan Motor
Acceptance Corporation, as servicer, and the Trust dated as of September 16,
2004, as the same may be amended, amended and restated, supplemented or
modified.

         "Schedule of Receivables" means the list of Receivables annexed to the
Assignment as Schedule A thereto.

         "Securities" means the Notes and the Certificates.

         "Seller" means Nissan Motor Acceptance Corporation, a California
corporation, and its successors and assigns.

         "Trust" means the Nissan Auto Receivables 2004-C Owner Trust, a
Delaware statutory trust.

         "Trust Agreement" means the Trust Agreement dated as of January 23,
2004, as amended by the Amended and Restated Trust Agreement by and between
Nissan Auto Receivables Corporation II, as seller, and Wilmington Trust Company,
as owner trustee, dated as of September 16, 2004, as the same may be amended,
amended and restated, supplemented or modified.

                                              (Nissan 2004-C Purchase Agreement)

                                        2
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         "UCC" means the Uniform Commercial Code as in effect in the relevant
jurisdiction.

         "Underwriting Agreement" means the Underwriting Agreement by and
between Morgan Stanley & Co. Incorporated, as representative of the several
underwriters, and the Purchaser, dated September 8, 2004.

         "Yield Supplement Agreement" means the agreement, dated as of the date
of this Agreement, among the Purchaser, the Seller, Wells Fargo Bank, National
Association, as Indenture Trustee, and the Trust.

         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

                        PURCHASE AND SALE OF RECEIVABLES

         2.1      Purchase and Sale of Receivables.

         On the Closing Date, subject to the terms and conditions of this
Agreement, the Seller hereby sells to the Purchaser, and the Purchaser hereby
purchases from the Seller, the Receivables and the other property relating
thereto (as defined below).

         (a)      Transfer of Receivables. On the Closing Date and
simultaneously with the transactions pursuant to the Sale and Servicing
Agreement, the Seller shall sell, transfer, assign and otherwise convey to the
Purchaser, without recourse:

                  (i)      all right, title and interest of the Seller in and to
     the Receivables (including all related Receivable Files) and all monies due
     thereon or paid thereunder or in respect thereof after the Cutoff Date;

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

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

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

                                              (Nissan 2004-C Purchase Agreement)

                                        3
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                  (v)      the right of the Seller to realize upon any property
     (including the right to receive future Net Liquidation Proceeds) that shall
     have secured a Receivable;

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

                  (vii)    all proceeds of the foregoing;

     provided that the Seller shall not be required to deliver to the Purchaser
     on the Closing Date monies received in respect of the Receivables after the
     Cutoff Date and before the Closing Date but shall or shall cause the
     Servicer to deposit such monies into the Collection Account no later than
     the first Record Date after the Closing Date.

         (b)      Receivables Purchase Price. In consideration for the
Receivables and other properties described in Section 2.1(a), the Purchaser
shall, on the Closing Date, pay to the Seller the Receivables Purchase Price. An
amount equal to approximately 94.9% of the Receivables Purchase Price shall be
paid to the Seller in cash by federal wire transfer (same day) funds. The
remaining approximately 5.1% of the Receivables Purchase Price shall be
evidenced by an advance under a subordinated non-recourse promissory note.

         2.2      The Closing. The sale and purchase of the Receivables shall
take place at a closing (the "Closing") at the offices of O'Melveny & Myers LLP,
400 South Hope Street, Los Angeles, CA 90071 on the Closing Date, simultaneously
with the closings under: (a) the Sale and Servicing Agreement pursuant to which
(i) the Purchaser will assign all of its right, title and interests in and to
the Receivables and other property conveyed pursuant to Section 2.1(a) to the
Trust for the benefit of the Securityholders; and (ii) the Purchaser will
deposit the foregoing into the Trust in exchange for the Securities; and (b) the
Underwriting Agreement, pursuant to which the Purchaser will sell to the
underwriters named therein the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         3.1      Warranties of the Purchaser. The Purchaser hereby represents
and warrants to the Seller as of the date hereof and as of the Closing Date:

         (a)      Organization, etc. The Purchaser 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 execute and deliver
this Agreement and to perform the terms and provisions hereof.

         (b)      Due Authorization and No Violation. This Agreement has been
duly authorized, executed and delivered by the Purchaser, and constitutes a
legal, valid and binding obligation of the Purchaser, enforceable in accordance
with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and to
general equitable principles. The consummation of the transactions

                                              (Nissan 2004-C Purchase Agreement)

                                        4
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contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in a breach of any of the terms or provisions of, nor
constitute (with or without notice or lapse of time) a default under, or result
in the creation or imposition of any Lien upon any of the property or assets of
the Purchaser pursuant to the terms of, any indenture, mortgage, deed of trust,
loan agreement, guarantee, lease financing agreement or similar agreement or
instrument under which the Purchaser is a debtor or guarantor, nor will such
action result in any violation of the provisions of the Certificate of
Incorporation or the By-laws of the Purchaser; which breach, default, conflict,
Lien or violation in any case would have a material adverse effect on the
ability of the Purchaser to perform its obligations under this Agreement.

         (c)      No Litigation. There are no proceedings or investigations
pending to which the Purchaser is a party or of which any property of the
Purchaser is the subject, and, to the best of the Purchaser's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others; other than such proceedings that would not have a material
adverse effect upon the ability of the Purchaser to perform its obligations
under, or the validity and enforceability of, this Agreement.

         3.2      Representations and Warranties of the Seller. (a) The Seller
hereby represents and warrants to the Purchaser as of the date hereof and as of
the Closing Date:

                  (i)      Organization, etc. The Seller has been duly organized
     and is validly existing as a corporation in good standing under the laws of
     the State of California and is in good standing in each jurisdiction in the
     United States of America in which the conduct of its business or the
     ownership of its property requires such qualification and where the failure
     to so qualify would have a material adverse effect on the ability of the
     Seller to perform its obligations under this Agreement.

                  (ii)     Power and Authority. The Seller has the corporate
     power and authority to sell and assign the property sold and assigned to
     the Purchaser hereunder and has duly authorized such sale and assignment to
     the Purchaser by all necessary corporate action. This Agreement has been
     duly authorized, executed and delivered by the Seller and constitutes a
     legal, valid and binding obligation of the Seller, enforceable in
     accordance with its terms, subject to the effect of bankruptcy, insolvency,
     reorganization, moratorium or other similar laws affecting creditors'
     rights generally and by general equitable principles.

                  (iii)    No Violation. The consummation of the transaction
     contemplated by this Agreement, and the fulfillment of the terms hereof, do
     not conflict with, or result in a breach of any of the terms or provisions
     of, nor constitute (with or without notice or lapse of time) a default
     under, or result in the creation or imposition of any Lien upon any of the
     property or assets of the Seller pursuant to the terms of, any indenture,
     mortgage, deed of trust, loan agreement, guarantee, lease financing
     agreement or similar agreement or instrument under which the Seller is a
     debtor or guarantor, nor will such action result in any violation of the
     provisions of the Articles of Incorporation or the By-Laws of the Seller;
     which breach, default, conflict, Lien or violation in any case would have a
     material adverse effect on the ability of the Seller to perform its
     obligations under this Agreement.

                                              (Nissan 2004-C Purchase Agreement)

                                        5
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                  (iv)     No Proceedings. There are no proceedings or
     investigations pending to which the Seller is a party or of which any
     property of the Seller is the subject, and, to the best of the Seller's
     knowledge, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others, other than such
     proceedings that would not have a material adverse effect upon the ability
     of the Seller to perform its obligations under, or the validity and
     enforceability of, this Agreement.

         (b)      The Seller makes the following representations and warranties
as to the Receivables on which the Purchaser relies in accepting the
Receivables. Such representations and warranties speak as of the execution and
delivery of this Agreement, but shall survive the sale, transfer, and assignment
of the Receivables to the Purchaser hereunder and the subsequent assignment and
transfer pursuant to the Sale and Servicing Agreement:

                  (i)      Characteristics of Receivables. Each Receivable (a)
     has been originated in the United States of America by a Dealer for the
     retail sale of a Financed Vehicle in the ordinary course of such Dealer's
     business, has been fully and properly executed by the parties thereto, has
     been purchased by the Seller from such Dealer under an existing dealer
     agreement with the Seller, and has been validly assigned by such Dealer to
     the Seller, (b) created a valid, subsisting and enforceable security
     interest in favor of the Seller in such Financed Vehicle, (c) contains
     customary and enforceable provisions such that the rights and remedies of
     the holder thereof are adequate for realization against the collateral of
     the benefits of the security, (d) provides for level monthly payments
     (provided that the payment in the first or last month in the life of the
     Receivable may be minimally different from the level payment) that fully
     amortize the Amount Financed over an original term of no greater than 63
     months, and (e) provides for interest at the related Annual Percentage
     Rate.

                  (ii)     Schedule of Receivables. The information set forth in
     Schedule A to this Agreement was true and correct in all material respects
     as of the opening of business on the Cutoff Date; the Receivables were
     selected from the Seller's retail installment sale contracts (other than
     contracts originated in Alabama, Hawaii or Maine) meeting the criteria of
     the Trust set forth in the Sale and Servicing Agreement; and no selection
     procedures believed to be adverse to the Securityholders were utilized in
     selecting the Receivables.

                  (iii)    Compliance with Law. Each Receivable, the origination
     of such Receivable, and the sale of the Financed Vehicle complied at the
     time it was originated or made and at the execution of this Agreement
     complies in all material respects with all requirements of applicable
     federal, state and local laws, and regulations thereunder, including usury
     laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act,
     the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
     Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Soldiers
     and Sailors Civil Relief Act of 1940, the Federal Reserve Board's
     Regulations B and Z, and state adaptations of the National Consumer Credit
     Protection Act and of the Uniform Consumer Credit Code, state "Lemon Laws"
     designed to prevent fraud in the sale of automobiles and other consumer
     credit laws and equal credit opportunity and disclosure laws.

                                              (Nissan 2004-C Purchase Agreement)

                                        6
<PAGE>

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

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

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

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

                  (viii)   No Defenses. No Receivable is subject to any right of
     rescission, setoff, counterclaim or defense, including the defense of
     usury, and the operation of any of the terms of any Receivable, or the
     exercise of any right thereunder, will not render such Receivable
     unenforceable in whole or in part or subject such Receivable to any right
     of rescission, setoff, counterclaim or defense, including the defense of
     usury, and no such right of rescission, setoff, counterclaim or defense has
     been asserted with respect thereto.

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

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

                  (xi)     Insurance. The Seller, in accordance with its
     customary procedures, has determined at the time of origination of each
     Receivable that the related Obligor has agreed to obtain physical damage
     insurance covering the Financed Vehicle

                                              (Nissan 2004-C Purchase Agreement)

                                        7
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     and the Obligor is required under the terms of related Receivable to
     maintain such insurance.

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

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

                  (xiv)    All Filings Made. All filings (including, without
     limitation, UCC filings) necessary in any jurisdiction to give the
     Purchaser a first priority perfected ownership interest in the Receivables
     have been made or have been delivered in form suitable for filing to the
     Purchaser.

                  (xv)     Chattel Paper. Each Receivable constitutes "tangible
     chattel paper", as such term is defined in the UCC.

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

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

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

                  (xix)    APR. The Annual Percentage Rate of each Receivable
     equals or exceeds 0.00%.

                  (xx)     Maturity. As of the Cutoff Date, each Receivable had
     a remaining term to maturity of not less than 3 payments and not greater
     than 60 payments.

                                              (Nissan 2004-C Purchase Agreement)

                                        8
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                  (xxi)    Balance. Each Receivable had an original principal
     balance of not more than $50,000 and, as of the Cutoff Date, had a
     principal balance of not less than $2,000 and not more than $47,900.

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

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

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

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

                  (xxvi)   Origination. Each Receivable has an origination date
     on or after September 6, 1999.

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

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

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

                  (xxx)    No Pledge. Other than the security interest granted
     to the Purchaser pursuant to this Agreement, the Seller has not pledged,
     assigned, sold, granted a security interest in, or otherwise conveyed any
     of the Receivables (except that certain Receivables were conveyed to Nissan
     Warehouse LLC and reconveyed by Nissan Warehouse LLC to the Seller in
     connection with the transactions contemplated under the Note Purchase,
     Security and Administration Agreement (Retail Installment Receivables),
     dated as of August 9, 2001, as amended, by and among Nissan Warehouse LLC,
     NMAC, Morgan Guaranty Trust Company of New York and certain purchasers and
     funding agents specified therein). The Seller has not authorized the filing
     of and is not aware of any financing statements against the Seller that
     include a description of collateral covering the Receivables other than any
     financing statement relating to the security interest granted to the
     Purchaser hereunder or a financing statement as to which the security
     interest covering the Receivables has been released. The Seller is not
     aware of any judgment or tax lien filings against the Seller.

                  (xxxi)   Receivable Files. There is no more than one original
     copy of each of the documents or instruments constituting the Receivable
     Files, and to the extent that an original copy has been maintained, the
     Seller has in its possession all such original

                                              (Nissan 2004-C Purchase Agreement)

                                        9
<PAGE>

     copies that constitute or evidence the Receivables. The Receivable Files
     that constitute or evidence the Receivables do not have any marks or
     notations indicating that they have been pledged, assigned or otherwise
     conveyed by the Seller to any Person other than the Purchaser. All
     financing statements filed or to be filed against the Seller in favor of
     the Purchaser in connection herewith describing the Receivables contain a
     statement to the following effect: "A purchase of or security interest in
     any collateral described in this financing statement, except as provided in
     the Purchase Agreement, will violate the rights of the Purchaser."

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

                                   ARTICLE IV

                                   CONDITIONS

         4.1      Conditions to Obligation of the Purchaser. The obligation of
the Purchaser to purchase the Receivables and the related property described in
Section 2.1(a) is subject to the satisfaction of the following conditions:

         (a)      Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct in all material
respects on the Closing Date with the same effect as if then made, and the
Seller shall have performed in all material respects all obligations to be
performed by it hereunder on or prior to the Closing Date.

         (b)      Computer Files Marked. The Seller shall, at its own expense,
on or prior to the Closing Date, indicate in its computer files that the
Receivables have been sold to the Purchaser pursuant to this Agreement and shall
deliver to the Purchaser the Schedule of Receivables certified by an officer of
the Seller to be true, correct and complete in all material respects.

         (c)      Documents to be delivered by the Seller at the Closing.

                  (i)      The Assignment. At the Closing, the Seller shall
     execute and deliver the Assignment.

                  (ii)     Evidence of UCC Filing. On or prior to the Closing
     Date, the Seller shall record and file, or deliver in a form suitable for
     filing to the Purchaser, at its own expense, a UCC-1 financing statement in
     each jurisdiction in which required by applicable law, executed by the
     Seller, as seller or debtor, and naming the Purchaser, as purchaser or
     secured party, and the Trust, as assignee of the Purchaser, naming the
     Receivables and the other property conveyed hereunder as collateral,
     meeting the requirements of the laws of each such jurisdiction and in such
     manner as is necessary to perfect the sale, transfer, assignment and
     conveyance of such Receivables and other property conveyed hereunder to the
     Purchaser.

                                              (Nissan 2004-C Purchase Agreement)

                                       10
<PAGE>

                  (iii)    Other Documents. At the Closing, the Seller shall
     deliver such other documents as the Purchaser may reasonably request.

         (d)      Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement shall be consummated on the Closing Date.

         4.2      Conditions to Obligation of the Seller. The obligation of the
Seller to sell the Receivables and other property conveyed hereunder to the
Purchaser is subject to the satisfaction of the following conditions:

         (a)      Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct in all material
respects on the Closing Date with the same effect as if then made, and the
Purchaser shall have performed in all material respects all obligations to be
performed by it hereunder on or prior to the Closing Date.

         (b)      Receivables Purchase Price. On the Closing Date, the Purchaser
shall deliver to the Seller the Receivables Purchase Price, as provided in
Section 2.1(b).

                                    ARTICLE V

                             COVENANTS OF THE SELLER

         The Seller agrees with the Purchaser as follows; provided, however,
that, to the extent that any provision of this ARTICLE V conflicts with any
provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement
shall govern:

         5.1      Protection of Right, Title and Interest.

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

         (b)      The Seller shall notify the Purchaser within 30 days after any
change of its name, identity or corporate structure in any manner that would,
could or might make any financing statement or continuation statement filed by
the Seller in accordance with paragraph (a) above seriously misleading within
the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly file
appropriate amendments to all previously filed financing statements or
continuation statements.

         (c)      The Seller shall notify the Purchaser of any relocation of its
principal executive office or state of incorporation within 30 days after such
relocation, if, as a result of such relocation, the applicable provisions of the
UCC would require the filing of any amendment of any previously filed financing
or continuation statement or of any new financing statement and shall promptly
file any such amendment. The Seller shall at all times maintain its principal
executive office within the United States of America.

                                              (Nissan 2004-C Purchase Agreement)

                                       11
<PAGE>

         (d)      The Seller shall maintain its computer systems so that, from
and after the time of sale hereunder of the Receivables to the Purchaser, the
Seller's master computer records that refer to a Receivable shall indicate
clearly the interest of the Purchaser in such Receivable and that such
Receivable is owned by the Purchaser.

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

         (f)      The Seller shall permit the Purchaser and its agents at any
time during normal business hours upon reasonable advance notice to inspect,
audit and make copies of and abstracts from the Seller's records regarding any
Receivable.

         5.2      Other Liens or Interests. Except for the conveyances hereunder
and contemplated pursuant to the Sale and Servicing Agreement, the Seller shall
not sell, pledge, assign or transfer to any other Person, or grant, create,
incur, assume or suffer to exist any Lien on any interest therein, and the
Seller shall defend the right, title and interest of the Purchaser in, to and
under such Receivables against all claims of third parties claiming through or
under the Seller; provided, however, that the Seller's obligations under this
Section 5.2 shall terminate upon the termination of the Trust pursuant to the
Sale and Servicing Agreement.

         5.3      Costs and Expenses. The Seller agrees to pay all reasonable
costs and disbursements in connection with the perfection, as against all third
parties, of the Purchaser's right, title and interest in and to the Receivables.

         5.4      Indemnification.

         (a)      The Seller shall defend, indemnify and hold harmless the
Purchaser from and against any and all costs, expenses, losses, damages, claims
and liabilities (collectively, "Damages"), arising out of or resulting from the
failure of a Receivable to be originated in compliance with all requirements of
law and for any breach of any of the Seller's representations and warranties
contained herein.

         (b)      The Seller shall defend, indemnify and hold harmless the
Purchaser from and against any and all Damages arising out of or resulting from
the use, ownership or operation by the Seller or any affiliate thereof of a
Financed Vehicle.

         (c)      The Seller shall defend, indemnify and hold harmless the
Purchaser from and against any and all taxes that may at any time be asserted
against the Purchaser with respect to the transactions contemplated herein,
including, without limitation, any sales, gross receipts, general corporation,
tangible personal property, privilege, or license taxes (but not including any
taxes asserted with respect to ownership of the Receivables or federal or other
taxes arising out of the transactions contemplated by this Agreement and any
related documents) and costs and expenses in defending against the same.

                                              (Nissan 2004-C Purchase Agreement)

                                       12
<PAGE>

         (d)      The Seller shall defend, indemnify and hold harmless the
Purchaser from and against any and all Damages to the extent that such Damage
arose out of, or was imposed upon the Purchaser through, the negligence, willful
misfeasance or bad faith of the Seller in the performance of its duties under
this Agreement or by reason of reckless disregard of the Seller's obligations
and duties under this Agreement.

         (e)      The Seller shall defend, indemnify and hold harmless the
Purchaser from and against all Damages arising out of or incurred in connection
with the acceptance or performance of the Seller's trusts and duties as Servicer
under the Sale and Servicing Agreement, except to the extent that such Damages
shall be due to the willful misfeasance, bad faith or negligence of the
Purchaser.

         These indemnity obligations shall be in addition to any obligation that
the Seller may otherwise have.

         (f)      Promptly after receipt by a party indemnified under this
Section 5.4 (an "Indemnified Party") of notice of the commencement of any
action, such Indemnified Party will, if a claim in respect thereof is to be made
against the Seller under this Section 5.4, notify the Seller of the commencement
thereof. If any such action is brought against any Indemnified Party under this
Section 5.4 and it notifies the Seller of the commencement thereof, the Seller
will assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party (who may, unless there is, as evidenced by an opinion of
counsel to the Indemnified Party stating that there is an unwaivable conflict of
interest, be counsel to the Indemnifying Party), and the Seller will not be
liable to such Indemnified Party under this Section 5.4 for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the
defense thereof, other than reasonable costs of investigation. The obligations
set forth in this Section 5.4 shall survive the termination of this Agreement
and shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Seller shall have made any indemnity payments pursuant to
this Section 5.4 and the Person to or on behalf of whom such payments are made
thereafter collects any of such amounts from others, such Person shall promptly
repay such amounts to the Seller, without interest (except to the extent
received by such Person).

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

         6.1      Obligations of Seller. The obligations of the Seller under
this Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.

         6.2      Repurchase Events. The Seller hereby covenants and agrees with
the Purchaser for the benefit of the Purchaser, the Trust, the Indenture Trustee
and the holders of the Securities, that the occurrence of a breach of any of the
Seller's representations and warranties contained in Section 3.2(b) shall
constitute events obligating the Seller to repurchase Receivables hereunder
("Repurchase Events") and pursuant to Section 3.02 of the Sale and Servicing
Agreement, at the amount of the Warranty Purchase Payment from the Purchaser or,
as described in Section 6.4 below, from the Trust. The repurchase obligation of
the Seller shall constitute the

                                              (Nissan 2004-C Purchase Agreement)

                                       13
<PAGE>

sole remedy of the holders of the Securities, the Trust, the Indenture Trustee
and the Purchaser against the Seller with respect to any Repurchase Event.

         6.3      Seller's Assignment of Purchased Receivables. With respect to
all Receivables repurchased by the Seller pursuant to this Agreement, the
Purchaser (without the need of any further written assignment) shall assign
hereby, without recourse, representation or warranty (other than that it has
good and marketable title to such Receivables), to the Seller all the
Purchaser's right, title and interest in and to such Receivables, and all
security and documents relating thereto.

         6.4      Trust. The Seller acknowledges that the Purchaser will,
pursuant to the Sale and Servicing Agreement, sell the Receivables to the Trust
and assign its rights under this Agreement to the Trust and that the Trust will
assign such rights to the Indenture Trustee for the benefit of the holders of
the Notes, and that the representations and warranties contained in this
Agreement and the rights of the Purchaser under Section 6.2 and the obligations
under Section 6.3 are intended to benefit the Trust and the holders of the
Securities. The Seller hereby consents to such sales and assignments.

         6.5      Amendment. This Agreement may be amended from time to time by
a written amendment duly executed and delivered by the Seller and the Purchaser;
provided, however, that any such amendment must be consented to by the Holders
of Notes representing a majority of the Outstanding Amount of the Notes, voting
as a single class, or, in the case of any amendment that does not adversely
affect the Indenture Trustee or the Noteholders (as evidenced by an Officer's
Certificate of the Servicer and an external Opinion of Counsel indicating that
such amendment will not adversely affect the Indenture Trustee or the
Noteholders), the Holders of a majority of the Certificate Balance.

         6.6      Accountants' Letters.

         (a)      The Seller will cause Deloitte & Touche LLP to review the
characteristics of the Receivables described in the Schedule of Receivables and
to compare those characteristics to the information with respect to the
Receivables contained in the Prospectus.

         (b)      The Seller will cooperate with the Purchaser and Deloitte &
Touche LLP in making available all information and taking all steps reasonably
necessary to permit such accountants to complete the review set forth in Section
6.6(a) and to deliver the letters required of them under the Underwriting
Agreement.

         6.7      Waivers. No failure or delay on the part of the Purchaser in
exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver hereof or thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise hereof or thereof or the exercise of any other power, right or remedy.
Notwithstanding anything to the contrary, the Purchaser shall not waive any
breach of representations and warranties set forth in Sections 3.2(b)(v),(xii),
(xiv), (xv), (xxx) or (xxxi).

         6.8      Notices. All communications and notices pursuant hereto to
either party shall be in writing (including via telecopy) and addressed or
delivered to it at its address (or in the case of telecopy, at its telecopy
number at such address) shown in the opening portion of this

                                              (Nissan 2004-C Purchase Agreement)

                                       14
<PAGE>

Agreement or at such other address as may be designated by it by notice to the
other party and, if mailed or delivered, shall be deemed given when mailed or
delivered, or transmitted by telecopy.

         6.9      Costs and Expenses. The Seller agrees to pay all expenses
incident to the performance of its obligations under this Agreement and the
Seller agrees to pay all reasonable out-of-pocket costs and expenses of the
Purchaser, excluding fees and expenses of counsel, in connection with the
perfection as against third parties of the Purchaser's right, title and interest
in and to the Receivables and the enforcement of any obligation of the Seller
hereunder.

         6.10     Survival. The respective agreements, representations,
warranties and other statements by the Seller and the Purchaser set forth in or
made pursuant to this Agreement shall remain in full force and effect and will
survive the Closing.

         6.11     Headings and Cross-References. The various headings in this
Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement
to Section names or numbers are to such Sections of this Agreement.

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

         6.13     Counterparts. This Agreement may be executed in multiple
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

         6.14     Sale. Each party hereto agrees to treat the conveyance under
this Agreement for all purposes (including, without limitation, tax and
financial accounting purposes) as a sale of the Receivables on all of its
relevant books, records, tax returns, financial statements and other applicable
documents. Although the parties hereto intend that the transfer and assignment
contemplated by this Agreement be a sale, in the event such transfer and
assignment is deemed to be other than a sale, the parties intend that all
filings described in this Agreement shall give the Purchaser a first priority
perfected security interest in, to and under the Receivables and other property
conveyed hereunder and all proceeds of any of the foregoing. This Agreement
shall be deemed to be the grant of a security interest from the Seller to the
Purchaser, and the Purchaser shall have all the rights, powers and privileges of
a secured party under the UCC.

                                              (Nissan 2004-C Purchase Agreement)

                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties hereto hereby have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the 16th day of September, 2004.

                                    NISSAN MOTOR ACCEPTANCE CORPORATION

                                    By: /s/ Steven R. Lambert
                                        -------------------------------
                                        Name:  Steven R. Lambert
                                        Title: President

                                    NISSAN AUTO RECEIVABLES CORPORATION II

                                    By: /s/ Joji Tagawa
                                        -------------------------------
                                        Name:  Joji Tagawa
                                        Title: Treasurer

                                              (Nissan 2004-C Purchase Agreement)

                                       S-1
<PAGE>

                                                                       Exhibit A

                                   ASSIGNMENT

         For value received, in accordance with the Purchase Agreement, dated as
of September 16, 2004 (the "Purchase Agreement"), between the undersigned (the
"Seller") and Nissan Auto Receivables Corporation II (the "Purchaser"), the
undersigned does hereby sell, assign, transfer and otherwise convey unto the
Purchaser, without recourse, the following:

                  (i)      all right, title and interest of the Seller in and to
     the Receivables listed on Schedule A hereto (including all related
     Receivable Files) and all monies due thereon or paid thereunder or in
     respect thereof after the Cutoff Date;

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

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

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

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

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

                  (vii)    all proceeds of the foregoing.

         The foregoing sale does not constitute and is not intended to result in
any assumption by the Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Receivables,
Receivable Files, any insurance policies or any agreement or instrument relating
to any of them.

         This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement.

         Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to such terms in the Purchase Agreement.

                                              (Nissan 2004-C Purchase Agreement)

                                       A-1
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of the 16th day of September, 2004.

                                    NISSAN MOTOR ACCEPTANCE CORPORATION

                                    By: _______________________________
                                        Name: Steven R. Lambert
                                        Title: President

                                              (Nissan 2004-C Purchase Agreement)

                                       A-2
<PAGE>

                                   SCHEDULE A

                             Schedule of Receivables

           See schedule attached to the Sale and Servicing Agreement.

                                              (Nissan 2004-C Purchase Agreement)

                                   Schedule A
<PAGE>

                                TABLE OF CONTENTS

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

                                   ARTICLE II
                        PURCHASE AND SALE OF RECEIVABLES

2.1    Purchase and Sale of Receivables....................................    3
2.2    The Closing.........................................................    4

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

3.1    Warranties of the Purchaser.........................................    4
3.2    Representations and Warranties of the Seller........................    5

                                   ARTICLE IV
                                   CONDITIONS

4.1    Conditions to Obligation of the Purchaser...........................   10
4.2    Conditions to Obligation of the Seller..............................   11

                                    ARTICLE V
                             COVENANTS OF THE SELLER

5.1    Protection of Right, Title and Interest.............................   11
5.2    Other Liens or Interests............................................   12
5.3    Costs and Expenses..................................................   12
5.4    Indemnification.....................................................   12

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

6.1    Obligations of Seller...............................................   13
6.2    Repurchase Events...................................................   13
6.3    Seller's Assignment of Purchased Receivables........................   14
6.4    Trust...............................................................   14
6.5    Amendment...........................................................   14
6.6    Accountants' Letters................................................   14
6.7    Waivers.............................................................   14
6.8    Notices.............................................................   14
6.9    Costs and Expenses..................................................   15
6.10   Survival............................................................   15
6.11   Headings and Cross-References.......................................   15
6.12   Governing Law.......................................................   15
</TABLE>

                                              (Nissan 2004-C Purchase Agreement)

                                       -i-
<PAGE>

                              TABLE OF CONTENTS
                                 (CONTINUED)

<TABLE>
<CAPTION>
                                                                             PAGE
<S>                                                                          <C>
6.13   Counterparts........................................................   15
6.14   Sale................................................................   15
</TABLE>

Exhibit A - Assignment

Schedule A - Schedule of Receivables

                                              (Nissan 2004-C Purchase Agreement)

                                      -ii-
<PAGE>

         An extra section break has been inserted above this paragraph. Do not
delete this section break if you plan to add text after the Table of
Contents/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.

                                              (Nissan 2004-C Purchase Agreement)