Exhibit 4.3(C)

                                                  Form of Amended and Restated
                                                               Trust Agreement







                    CHASE MANHATTAN AUTO OWNER TRUST 200_-_


                     AMENDED AND RESTATED TRUST AGREEMENT



                                    between



                CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                                 as Depositor



                                     -and-



                         ___________________________,
                               as Owner Trustee



                        Dated as of _________ __, 200_




<PAGE>

                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----

ARTICLE I DEFINITIONS........................................................1

    SECTION 1.1.    Capitalized Terms........................................1


ARTICLE II ORGANIZATION......................................................2

    SECTION 2.1.    Name.....................................................2
    SECTION 2.2.    Office...................................................2
    SECTION 2.3.    Purposes and Powers......................................2
    SECTION 2.4.    Appointment of Owner Trustee.............................3
    SECTION 2.5.    Initial Capital Contribution of Trust Estate.............3
    SECTION 2.6.    Declaration of Trust.....................................3
    SECTION 2.7.    Title to Issuer Property.................................4
    SECTION 2.8.    Situs of Issuer..........................................4
    SECTION 2.9.    Representations and Warranties of the Depositor..........4
    SECTION 2.10.   Liability of Certificateholders and Class R
                      Certificateholder......................................5
    SECTION 2.11.   Guaranteed Payments/Gross Income Allocations.............5
    SECTION 2.12.   Deduction and Loss Allocations...........................5
    SECTION 2.13.   Special Allocations......................................6
    SECTION 2.14.   Characterization of the Trust............................6


ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS...........................6

    SECTION 3.1.   Initial Ownership; Class R Certificate....................6
    SECTION 3.2.   The Certificates..........................................7
    SECTION 3.3.   Execution, Authentication and Delivery of Certificates....7
    SECTION 3.4.   Registration of Transfer and Exchange of Certificates.....7
    SECTION 3.5.   Mutilated, Destroyed, Lost or Stolen Certificates.........9
    SECTION 3.6.   Persons Deemed Certificateholders.........................9
    SECTION 3.7.   Access to List of Certificateholders' Names
                     and Addresses..........................................10
    SECTION 3.8.   Maintenance of Office or Agency..........................10
    SECTION 3.9.   Appointment of Paying Agent..............................10
    SECTION 3.10.  Book-Entry Certificates..................................10
    SECTION 3.11.  Notices to Clearing Agency...............................12
    SECTION 3.12.  Definitive Certificates..................................12
    SECTION 3.13.  Authenticating Agent.....................................12
    SECTION 3.14.  Actions of Certificateholders............................14


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

    SECTION 4.1.   Prior Notice to Certificateholders with Respect to
                     Certain Matters........................................14


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    SECTION 4.2.   Action by Certificateholders with Respect to
                     Certain Matters........................................15
    SECTION 4.3.   Action by Certificateholders with Respect to Bankruptcy..15
    SECTION 4.4.   Restrictions on Certificateholders' Power................15
    SECTION 4.5.   Majority Control.........................................16


ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES........................16

    SECTION 5.1.   Establishment of Certificate Distribution Account........16
    SECTION 5.2.   Application of Funds in Certificate Distribution
                     Account................................................16
    SECTION 5.3.   Method of Payment........................................17
    SECTION 5.4.   No Segregation of Monies; No Interest....................17
    SECTION 5.5.   Accounting and Reports to the Noteholders,
                     Certificateholders, the Internal Revenue Service
                     and Others.............................................17
    SECTION 5.6.   Signature on Returns; Tax Matters Partner................18
    SECTION 5.7.   Capital Accounts.........................................18


ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE............................19

    SECTION 6.1.   General Authority........................................19
    SECTION 6.2.   General Duties...........................................19
    SECTION 6.3.   Action upon Instruction..................................19
    SECTION 6.4.   No Duties Except as Specified in this Agreement or
                     in Instructions........................................20
    SECTION 6.5.   No Action Except under Specified Documents or
                     Instructions...........................................20
    SECTION 6.6.   Restrictions.............................................20
    SECTION 6.7.   Doing Business in Other Jurisdictions....................21


ARTICLE VII CONCERNING OWNER TRUSTEE........................................21

    SECTION 7.1.   Acceptance of Trusts and Duties..........................21
    SECTION 7.2.   Furnishing of Documents..................................23
    SECTION 7.3.   Representations and Warranties...........................23
    SECTION 7.4.   Reliance; Advice of Counsel..............................24
    SECTION 7.5.   Not Acting in Individual Capacity........................24
    SECTION 7.6.   Owner Trustee May Own Certificates and Notes.............25


ARTICLE VIII COMPENSATION OF OWNER TRUSTEE..................................25

    SECTION 8.1.   Owner Trustee's Fees and Expenses........................25
    SECTION 8.2.   Indemnification..........................................25
    SECTION 8.3.   Payments to Owner Trustee................................26


ARTICLE IX TERMINATION OF TRUST AGREEMENT...................................26

    SECTION 9.1.   Termination of Trust Agreement...........................26

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ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES............27

    SECTION 10.1.  Eligibility Requirements for Owner Trustee...............27
    SECTION 10.2.  Resignation or Removal of Owner Trustee..................27
    SECTION 10.3.  Successor Owner Trustee..................................28
    SECTION 10.4.  Merger or Consolidation of Owner Trustee.................29
    SECTION 10.5.  Appointment of Co-Trustee or Separate Trustee............29


ARTICLE XI MISCELLANEOUS....................................................30

    SECTION 11.1.  Supplements and Amendments...............................30
    SECTION 11.2.  No Legal Title to Owner Trust Estate in
                     Certificateholders.....................................31
    SECTION 11.3.  Limitations on Rights of Others..........................32
    SECTION 11.4.  Notices..................................................32
    SECTION 11.5.  Severability.............................................32
    SECTION 11.6.  Separate Counterparts....................................32
    SECTION 11.7.  Successors and Assigns...................................32
    SECTION 11.8.  No Recourse..............................................32
    SECTION 11.9.  No Petition..............................................33
    SECTION 11.10. Headings.................................................33
    SECTION 11.11. GOVERNING LAW............................................33
    SECTION 11.12. Certificate Transfer Restrictions........................33


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<PAGE>


                                   EXHIBITS

      Exhibit A-1    -    Form of Class R Certificate
      Exhibit A-2    -    Form of Certificate
      Exhibit B      -    Form of Certificate of Trust
      Exhibit C      -    Form of Certificate Depository Agreement





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<PAGE>

          AMENDED AND RESTATED TRUST AGREEMENT dated as of _________ __, 200_
between CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), a
national banking association having its principal executive offices located at
200 White Clay Center Drive, Newark, Delaware 19711, as the depositor (in its
capacity as the depositor, the "Depositor") and ___________________, a _______
banking corporation, as the owner trustee (the "Owner Trustee"), amending and
restating in its entirety the Trust Agreement, dated as of ____________ __,
200_ (the "Original Trust Agreement"), between the same parties.

                                  ARTICLE I

                                  DEFINITIONS

          SECTION 1.1.  Capitalized Terms. Capitalized terms are used in
this Agreement as defined in Section 1.1 to the Sale and Servicing Agreement
between the trust established by this Agreement and Chase USA, as Seller and
Servicer, dated as of _______ __, 200_, as the same may be amended and
supplemented from time to time (the "Sale and Servicing Agreement").

          (a) All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (b) As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate
or other document to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting principles. To the
extent that the definitions of accounting terms in this Agreement or in any
such certificate or other document are inconsistent with the meanings of such
terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall
control.

          (c) The words "hereof," "herein," "hereunder," and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation."

          (d) The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

          (e) All calculations of the amount of interest accrued on the
Certificates shall be made on the basis of a 360-day year consisting of twelve
30-day months.

<PAGE>

                                  ARTICLE II

                                 ORGANIZATION

          SECTION 2.1.  Name. The trust known as "Chase Manhattan Auto
Owner Trust 200_-_" (hereinafter, the "Issuer") was formed in accordance with
the provisions of the Business Trust Statute 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 and to sue
and be sued in the name of the Issuer.

          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 2.2.  Office. The office of the Issuer shall be in care
of the Owner Trustee at the Corporate Trust Office or at such other address in
the State of Delaware as the Owner Trustee may designate by written notice to
the Certificateholders and the Class R Certificateholder.

          SECTION 2.3.  Purposes and Powers. The purpose of the Issuer is,
and the Issuer shall have the power and authority, to engage in the following
activities:

          (a) to issue the Notes pursuant to the Indenture and the
     Certificates and the Class R Certificate pursuant to this Agreement, and
     to sell, transfer or exchange the Notes, the Certificates and the Class R
     Certificate;

          (b) to acquire the property and assets set forth in the Sale and
     Servicing Agreement from the Depositor pursuant to the terms thereof, to
     make payments or distributions on the Notes, the Certificates and the
     Class R Certificate, to make deposits to and to the extent permitted
     under the Basic Documents withdrawals from the Reserve Account and other
     accounts established under this Agreement and the Sale and Servicing
     Agreement;

          (c) to assign, grant, transfer, pledge, mortgage and convey the
     Trust Estate pursuant to the Indenture and to hold, manage and distribute
     to the Certificateholders and the Class R Certificateholder pursuant to
     the terms of the Sale and Servicing Agreement any portion of the Trust
     Estate released from the Lien of, and remitted to the Issuer pursuant to,
     the Indenture;

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

          (e) to engage in those activities, including entering into
     agreements, that are necessary, suitable or convenient to accomplish the
     foregoing or are incidental thereto or


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<PAGE>

     connected therewith, which activities cannot be contrary to the status of
     the Trust as a "qualifying special purpose entity" under SFAS 140, any
     successor rule thereto and existing accounting literature; and

          (f) 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, which activities cannot be
     contrary to the status of the Trust as a "qualifying special purpose
     entity" under SFAS 140, any successor rule thereto and existing
     accounting literature.

Issuer is hereby authorized to engage in the foregoing activities. Issuer
shall not engage in any activity other than in connection with the foregoing
or other than as required or authorized by the terms of this Agreement or the
other Basic Documents. Without limitation of the foregoing, except for such
activities as are referenced in paragraphs (a) through (f) of this Section
2.3, the Issuer is not authorized and has no power to (a) borrow money or
issue other debt; (b) to the fullest extent permitted by law, merge with
another entity, reorganize, liquidate or sell assets prior to the discharge of
the Indenture; or (c) engage in any other business or activities.

          SECTION 2.4.  Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Issuer to have all the rights,
powers and duties set forth herein.

          SECTION 2.5.  Initial Capital Contribution of Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the Reserve Account Initial Deposit. The Owner
Trustee hereby acknowledges receipt in trust from the Depositor, as of the
date hereof, of the foregoing contribution, which, together with the initial
contribution referred to in the Original Trust Agreement, shall constitute the
initial Owner Trust Estate and shall be deposited in the Reserve Account
pursuant to Section 5.6(a) of the Sale and Servicing Agreement. The Depositor
shall pay the organizational expenses of the Issuer as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.

          SECTION 2.6.  Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Owner Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the
Certificateholders and the Class R Certificateholder, subject to the
obligations of the Issuer under the Basic Documents. It is the intention of
the parties hereto that the Issuer constitute a business trust under the
Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that, solely for United States income and franchise tax purposes, the Issuer
shall be treated as a partnership. The parties agree that, unless otherwise
required by appropriate tax authorities, the Issuer will file or cause to be
filed annual or other necessary returns, reports and other forms consistent
with the characterization of the Issuer as a partnership for such tax
purposes. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein and to the extent not inconsistent
herewith, in the Business Trust Statute with respect to accomplishing the
purposes of the Issuer. The Owner Trustee shall file the Certificate of Trust
with the Secretary of State of Delaware.

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<PAGE>

          SECTION 2.7.  Title to Issuer Property. Legal title to all the
Owner Trust Estate shall be vested at all times in the Issuer 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 the 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 2.8.  Situs of Issuer. The Issuer will be located and
administered in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Issuer shall be located in the State of
Delaware or the State of New York. Payments will be received by the Issuer
only in Delaware or New York, and payments will be made by the Issuer only
from Delaware or New York. The only office of the Issuer will be at its office
in Delaware.

          SECTION 2.9.  Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Owner Trustee that:

          (i) The Depositor has been duly organized and is validly existing as
     a national banking association in good standing under the laws of the
     United States of America, with 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, power, authority and legal right to acquire and own the Receivables.

          (ii) 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 with the Issuer, and the Depositor has duly
     authorized such sale and assignment and deposit to the Issuer by all
     necessary action; and the execution, delivery and performance of this
     Agreement has been duly authorized by the Depositor by all necessary
     action.

          (iii) The consummation of the transactions contemplated by this
     Agreement and the other Basic Documents and the fulfillment of the terms
     hereof, do not conflict with, result in any breach of any of the terms
     and provisions of, or constitute (with or without notice or lapse of
     time) a default under, the articles of association or bylaws of the
     Depositor, or conflict with or breach any of the material terms or
     provisions of or constitute (with or without notice or lapse of time) a
     default under any indenture, agreement or other instrument to which the
     Depositor is a party or by which it is 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; 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.

                                     -4-
<PAGE>

          SECTION 2.10.  Liability of Certificateholders and Class R
Certificateholder. Neither any Certificateholder nor the Class R
Certificateholder shall have any personal liability for any liability or
obligation of the Issuer.

          SECTION 2.11.  Guaranteed Payments/Gross Income Allocations. (a)
Inasmuch as the Certificateholders' Interest Distributable Amount is
determined and paid hereunder without regard to the income of the Issuer, the
Issuer shall treat payments of such amounts as "guaranteed payments" within
the meaning of Section 707(c) of the Code. Consequently, Certificateholders
will have ordinary income equal to their allocable share of the
Certificateholders' Interest Distributable Amount, the Issuer will have an
equivalent deduction for United States federal income tax purposes and no
amount of the gross income of the Issuer shall be allocable to the
Certificateholders (and there will be no corresponding increase in
Certificateholders' Capital Accounts (as defined herein) under Section 5.7).
In the event that any taxing authority does not respect such tax treatment,
the gross income of the Issuer for any calendar month as determined for United
States federal income tax purposes shall be allocated, after giving effect to
special allocations set forth in Section 2.13 of this Agreement and for
purposes of maintaining Capital Accounts under Section 5.7 of this Agreement
as follows:

               (1) first, among the Certificateholders as of the close of the
          last day of such calendar month, in proportion to their ownership of
          the principal amount of Certificates outstanding on such date, an
          amount of gross income equal to the amount of (i) interest that
          accrues in such calendar month on the Certificates in accordance
          with their terms, including interest accruing thereon at the
          Certificate Rate monthly, (ii) interest on amounts previously due
          under the Certificates and not yet paid as provided therein and
          (iii) any gross income of the Trust attributable to discount on the
          Receivables that corresponds to any excess of the principal amount
          of the Certificates over the initial issue price; and

               (2) the balance of gross income, if any, to the Class R
          Certificateholder.

If the gross income of the Issuer for any month is insufficient for the
allocations described in clause (1) above, subsequent items of gross income
shall first be allocated to make up such shortfall before being allocated as
provided in clause (2).

          (b) In the event the initial issue price of the Certificates differs
from their initial principal amount, there shall be specially allocated to the
Certificateholders the portion, if any, of the offset for premium (in the case
the issue price of the Certificates exceeds their principal amount) or market
discount income (in the case the principal amount of the Certificates exceeds
their issue price) on the Receivables accruing for a calendar month that is
attributable to such difference.

          SECTION 2.12.  Deduction and Loss Allocations. (a) All items of
deduction and loss of the Issuer shall be allocated to the Class R
Certificateholder.

          (b) To the extent that an allocation of the gross amount of
deductions and losses to the Class R Certificateholder pursuant to Section
2.12(a) above would cause the Capital Account of the Class R Certificateholder
to be reduced below zero, such excess deductions and


                                     -5-
<PAGE>

losses shall be allocated to the Certificateholders on a pro rata basis until
each of their Capital Accounts has been reduced to zero. If any amount of
gross deduction or loss has not been allocated pursuant to the preceding
sentence because all of the Certificateholders' Capital Accounts have been
reduced to zero, the amount of such remaining unallocated deductions or losses
shall be allocated to the Class R Certificateholder.

          (c) If any deductions or losses have been allocated to the
Certificateholders under Section 2.12(b) above, an amount of gross income
shall be allocated to such Certificateholders under this Section 2.12(c) in
subsequent taxable years sufficient to offset the amount of any deductions or
losses previously allocated to such Certificateholders under Section 2.12(b)
above and, thereafter, allocations of gross income and deductions shall be
made in accordance with Sections 2.11 and 2.12(a) of this Agreement.

          SECTION 2.13.  Special Allocations. In the event any
Certificateholder unexpectedly receives any adjustments, allocations or
distributions described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Issuer gross income and gain
shall be specially allocated to such Certificateholder in an amount and manner
sufficient to eliminate, to the extent required by the Treasury Regulations,
the deficit, if any, in the balance of the Capital Account of such
Certificateholder as quickly as possible; provided, that subsequent
allocations of gross income and gain, or deductions, shall take into account
any special allocations made to a Certificateholder under this Section 2.13
and shall be adjusted so that the amount of gross income and gain, or
deductions, allocated to a Certificateholder will equal the amount of gross
income and gain, or deductions, that would have been allocated to such
Certificateholder had no such special allocations been made to such
Certificateholder under this Section 2.13. This Section 2.13 is intended to
comply with the qualified income offset provision in Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

          SECTION 2.14.  Characterization of the Trust. For purposes of SFAS
140, the parties hereto intend that (a) the Trust be treated as a "qualifying
special purpose entity" as such term is used in SFAS 140 and any successor
rule thereto and (b) the Trust's power and authority as stated in Section 2.3
of this Agreement be limited in accordance with paragraph 35 of SFAS 140.

                                 ARTICLE III

                    CERTIFICATES AND TRANSFER OF INTERESTS

          SECTION 3.1.  Initial Ownership; Class R Certificate. Upon the
formation of the Issuer by the contribution by the Depositor pursuant to
Section 2.5 and until the issuance of the Certificates, the Depositor shall be
the sole beneficiary of the Trust. Concurrently with the transfer of the
Receivables to the Issuer pursuant to the Sale and Servicing Agreement, the
Class R Certificate shall be issued to the Depositor in the form of Exhibit
A-1, which is incorporated herein by reference. The Class R Certificate shall
be executed on behalf of the Issuer by manual or facsimile signature of an
Authorized Officer or other authorized signatory of the Owner Trustee. The
Class R Certificate bearing the manual or facsimile signature of an individual
who was, at the time when such signature shall have been affixed, authorized
to sign on behalf of the


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<PAGE>

Issuer, shall be validly issued and entitled to the benefit of this Agreement,
notwithstanding that such individual shall have ceased to be so authorized
prior to the authentication and delivery of the Class R Certificate or did not
hold such office at the date of authentication and delivery of the Class R
Certificate. The Class R Certificate shall not entitle the holder thereof to
any benefit under this Agreement, or shall be valid for any purpose, unless
there shall appear on the Class R Certificate a certificate of authentication
substantially in the form set forth in Exhibit A-1, executed by the Owner
Trustee or JPMorgan Chase, as the Owner Trustee's authentication agent, by
manual or facsimile signature; such authentication shall constitute conclusive
evidence that the Class R Certificate shall have been duly authenticated and
delivered hereunder. The Class R Certificate shall be dated the date of its
authentication. The Class R Certificate (or any interest therein) may not be
sold, assigned, participated, pledged or otherwise transferred except by
operation of law pursuant to the merger or consolidation of the Class R
Certificateholder or except to an Affiliate of the Depositor.

          SECTION 3.2.  The Certificates. Upon initial issuance, the
Certificates shall each be in the form of Exhibit A-2, which is incorporated
herein by reference, and shall be issued as provided in Section 3.10 in an
aggregate principal amount equal to the Certificate Balance. The Certificates
shall be executed on behalf of the Issuer by manual or facsimile signature of
an Authorized Officer or other authorized signatory of the Owner Trustee.
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 Issuer, shall be validly issued and entitled to the
benefit 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. No Certificate shall entitle
the Holder to any benefit under this Agreement, or shall 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-2, executed by
the Owner Trustee or JPMorgan Chase, as the Owner Trustee's authentication
agent, by manual or facsimile signature; such authentication shall constitute
conclusive evidence that such Certificate shall have been duly authenticated
and delivered hereunder. All Certificates shall be dated the date of their
authentication. 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 due registration of such
Certificate in such transferee's name pursuant to Section 3.4.

          SECTION 3.3.  Execution, Authentication and Delivery of Certificates.
Concurrently with the transfer of the Receivables to the Issuer pursuant to
the Sale and Servicing Agreement, the Owner Trustee shall cause the
Certificates in an aggregate principal amount equal to the initial Certificate
Balance to be executed on behalf of the Issuer, authenticated and delivered to
or upon the written order of the Depositor, signed by its chairman of the
board, its president or any vice president, without further action by the
Depositor, in authorized denominations.

          SECTION 3.4.  Registration of Transfer and Exchange of Certificates.
The Owner Trustee shall cause to be kept at the office or agency to be
maintained pursuant to Section 3.8 by a certificate registrar (the
"Certificate Registrar"), a register (the "Certificate Register") in which,
subject to such reasonable regulations as it may prescribe, the Certificate
Registrar shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as


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herein provided. JPMorgan Chase shall be the initial Certificate Registrar. In
the event that, subsequent to the date of issuance of the Certificates,
JPMorgan Chase notifies the Owner Trustee that it is unable to act as the
Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee
shall, with the consent of the Depositor, appoint another bank or trust
company, having an office or agency located in The City of New York and which
agrees to act in accordance with the provisions of this Agreement applicable
to it, to act, as successor Certificate Registrar under this Agreement.

          The Owner Trustee may revoke such appointment and remove JPMorgan
Chase as the Certificate Registrar if the Owner Trustee determines in its sole
discretion that JPMorgan Chase failed to perform its obligations under this
Agreement in any material respect. JPMorgan Chase shall be permitted to resign
as the Certificate Registrar upon 30 days' written notice to the Owner
Trustee, the Depositor and the Issuer; provided, however, that such
resignation shall not be effective and JPMorgan Chase shall continue to
perform its duties as the Certificate Registrar until the Owner Trustee has
appointed a successor Certificate Registrar with the consent of the Depositor.

          An institution succeeding to the corporate agency business of the
Certificate Registrar shall continue to be the Certificate Registrar without
the execution or filing of any paper or any further act on the part of the
Owner Trustee or such Certificate Registrar.

          Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.8, the Owner Trustee
shall execute, authenticate and (if the Certificate Registrar is different
than the Owner Trustee, then the Certificate Registrar shall) deliver (or
shall cause JPMorgan Chase as 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 class and aggregate
face 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 in authorized denominations of a like
aggregate amount upon surrender of the Certificates to be exchanged at the
office or agency maintained pursuant to Section 3.8.

          Whenever any Certificate is surrendered for exchange, the Owner
Trustee shall execute, authenticate and (if the Certificate Registrar is
different than the Owner Trustee, then the Certificate Registrar shall)
deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. 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, which signature on such
assignment must be guaranteed by a member of the New York Stock Exchange or a
commercial bank or trust company.

          Each Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Owner Trustee
or Certificate Registrar in accordance with its customary practice.

          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


                                     -8-
<PAGE>

sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          SECTION 3.5.  Mutilated, Destroyed, Lost or Stolen Certificates.
(a) If any mutilated Certificate shall be surrendered to the Certificate
Registrar, of 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 Issuer shall
execute and the Owner Trustee, or JPMorgan Chase, as the Owner Trustee's
authenticating agent, shall authenticate and (if the Certificate Registrar is
different from the Owner Trustee, then the Certificate Registrar shall)
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like class, tenor and denomination.
If, after delivery of such replacement Certificate, a protected purchaser of
the original Certificate in lieu of which such replacement Certificate was
issued presents for payment such original Certificate, the Owner Trustee or
the Certificate Registrar shall be entitled to recover such replacement
Certificate from such Person to whom such replacement Certificate was
delivered or any assignee of such Person, except a protected purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Owner
Trustee or the Certificate Registrar in connection therewith. In connection
with the issuance of any new Certificate under this Section 3.5, 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 an ownership interest in
Issuer, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time. The provisions of this Section 3.5 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, destroyed, lost or
stolen Certificates.

          SECTION 3.6.  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 5.2 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 3.7.  Access to List of Certificateholders' Names and
Addresses. The Certificate Registrar shall furnish or cause to be furnished to
the Servicer and the Depositor (and to the Owner Trustee, if the Owner Trustee
is not the Certificate Registrar) within 15 days after receipt by the
Certificate Registrar of a request therefor from the Servicer or the Depositor
(or the Owner Trustee) in writing, a list, in such form as the Servicer or the
Depositor (or the Owner Trustee) may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. If, at
such time, if any, as Definitive Certificates have been issued, if three or
more Holders of Certificates or one or more Holders of Certificates evidencing
not less than 25% of the Certificate Balance apply in writing to the
Certificate Registrar, 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


                                     -9-
<PAGE>

accompanied by a copy of the communication that such applicants propose to
transmit, then the Certificate Registrar 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 to hold
none of the Depositor, the Certificate Registrar, the Servicer 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 3.8.  Maintenance of Office or Agency. The Owner Trustee
shall maintain in the City of New York, an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or
exchange. The Owner Trustee initially designates the offices of JPMorgan Chase
Bank located at 450 West 33rd Street, New York, New York 10001-2697 as its
office for such purposes. The Owner Trustee shall give prompt written notice
to the Depositor, the Servicer and to the Certificateholders of any change in
the location of the Certificate Register or any such office or agency.

          SECTION 3.9.  Appointment of Paying Agent. The Owner Trustee may
appoint a Paying Agent with respect to the Certificates. The Owner Trustee
hereby appoints JPMorgan Chase as the initial Paying Agent. The Paying Agent
shall have the revocable power to withdraw funds from the Certificate
Distribution Account, make distributions to Certificateholders from the
Certificate Distribution Account pursuant to Section 5.2 and shall report the
amounts of such distributions to the Owner Trustee. 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 or for other good
cause. The Paying Agent shall be permitted to resign upon 30 days' written
notice to the Owner Trustee and the Servicer. In the event that JPMorgan Chase
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 and
may be the Owner Trustee), with the consent of the Depositor (which consent
shall not be unreasonably withheld). The Owner Trustee shall cause such
successor Paying Agent or any additional Paying Agent appointed by the Owner
Trustee (unless it is 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 the removal of a Paying Agent, such Paying Agent shall
also return all funds in its possession to the Owner Trustee. The provisions
of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 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 3.10.  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
Issuer; provided that one Certificate that constitutes the residual


                                     -10-
<PAGE>

portion of the Certificate Balance may be issued in the form of a Definitive
Certificate in a denomination less than an integral multiple of $1.00. Such
Book-Entry 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 beneficial owner (other than J.P. Morgan Securities
Inc.) will receive a definitive Certificate representing such beneficial
owner's interest in such Certificate, except as provided in Section 3.12.
Unless and until Definitive Certificates have been issued to beneficial owners
pursuant to Section 3.12:

                    (a) the provisions of this Section 3.10 shall be in full
               force and effect;

                    (b) the Certificate Registrar, the Paying Agent and the
               Owner Trustee shall be entitled to deal with the Clearing
               Agency and the Clearing Agency Participants for all purposes of
               this Agreement relating to the Book-Entry Certificates
               (including the payment of principal of and interest on the
               Book-Entry Certificates and the giving of instructions or
               directions to Certificate Owners of Book-Entry Certificates) as
               the sole Holder of Book-Entry Certificates and shall have no
               obligations to Certificate Owners thereof;

                    (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 of the Book-Entry
               Certificates shall be exercised only through the Clearing
               Agency (or to the extent Certificateholders are not Clearing
               Agency Participants, through the Clearing Agency Participants
               through which such Certificateholders own Book-Entry
               Certificates), and shall be limited to those established by law
               and agreements between such Certificate Owners and the Clearing
               Agency and/or Clearing Agency Participants, and all references
               in this Agreement to actions by Certificateholders shall refer
               to actions taken by the Clearing Agency upon instructions from
               the Clearing Agency Participants, and all references in this
               Agreement to distributions, notices, reports and statements to
               Certificateholders shall refer to distributions, notices,
               reports and statements to the Clearing Agency, as registered
               holder of the Certificates, as the case may be, for
               distribution to Certificateholders in accordance with the
               procedures of the Clearing Agency. Pursuant to the Certificate
               Depository Agreement, unless and until Definitive Certificates
               are issued pursuant to Section 3.12, the initial Clearing
               Agency will make book-entry transfers among Clearing Agency
               Participants and receive and transmit payments of principal of
               and interest on the Book-Entry Certificates to such Clearing
               Agency Participants; and

                    (e) whenever this Agreement requires or permits actions to
               be taken based upon instructions or directions of the Holders
               of Certificates evidencing a specified percentage of the
               Certificate Balance, 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 Book-Entry Certificates and has delivered such
               instructions to the Owner Trustee.

                                     -11-
<PAGE>

          SECTION 3.11.  Notices to Clearing Agency. Whenever a notice or
other communication to 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 and the Paying Agent shall
give all such notices and communications specified herein to be given to
Certificateholders to the Clearing Agency, and shall have no obligations to
Certificate Owners.

          SECTION 3.12.  Definitive Certificates. If (a) the Servicer 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 Servicer is unable to locate a qualified successor, (b)
the Servicer at its option elects to terminate the book-entry system through
the Clearing Agency, or (c) after the occurrence of an Event of Servicing
Termination or Event of Default, Certificate Owners of the Certificates
representing beneficial interests aggregating not less than a majority of the
Certificate Balance advise the Clearing Agency through the Clearing Agency
Participants, and the Owner Trustee, in writing, and if the Clearing Agency
shall so notify the Owner Trustee, that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of
Certificate Owners, then the Owner Trustee shall notify the Clearing Agency of
the occurrence of any such event, which shall be responsible to notify the
Certificate Owners of the occurrence of such event and of the availability of
the Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of the typewritten Certificate or
Certificates representing the Book-Entry Certificates by the Clearing Agency,
accompanied by re-registration instructions, the Owner Trustee shall execute,
authenticate, or cause to be authenticated, and (if the Certificate Registrar
is different than the Owner Trustee, then the Certificate Registrar shall)
deliver the Definitive 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, all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Certificate Registrar, to the extent
applicable with respect to such Definitive Certificates, and the Owner Trustee
and the Paying Agent 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 matter as is
reasonably acceptable to the Owner Trustee, as evidenced by its execution
thereof.

          SECTION 3.13.  Authenticating Agent.

          (a) The Owner Trustee may appoint one or more authenticating agents
with respect to the Certificates and the Class R Certificate which shall be
authorized to act on behalf of the Owner Trustee in authenticating the
Certificates and the Class R Certificate in connection with the issuance,
delivery, registration of transfer, exchange or repayment of the Certificates
and the Class R Certificate. The Owner Trustee hereby appoints JPMorgan Chase
as Authenticating Agent for the authentication of Certificates and the Class R
Certificate upon any issuance or registration of transfer or exchange of the
Certificates or the Class R Certificate. Whenever reference is made in this
Agreement to the authentication of Certificates or the Class R Certificate by
the Owner Trustee or the Owner Trustee's certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Owner
Trustee by an


                                     -12-
<PAGE>

authenticating agent and a certificate of authentication executed on behalf of
the Owner Trustee by an authenticating agent. Each authenticating agent (other
than JPMorgan Chase) shall be subject to acceptance by the Depositor.

          (b) Any institution succeeding to the corporate agency business of
an authenticating agent shall continue to be an authenticating agent without
the execution or filing of any paper or any further act on the part of the
Owner Trustee or such authenticating agent.

          (c) An authenticating agent may at any time resign by giving written
notice of resignation to the Owner Trustee and the Depositor. The Owner
Trustee may at any time terminate the agency of an authenticating agent by
giving notice of termination to such authenticating agent and to the
Depositor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an authenticating agent shall cease to be
acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly
may appoint a successor authenticating agent with the consent of the
Depositor. Any successor authenticating agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named
as an authenticating agent.

          (d) The Depositor shall pay the authenticating agent from time to
time reasonable compensation for its services under this Section 3.13.

          (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall
be applicable to any authenticating agent.

          (f) Pursuant to an appointment made under this Section 3.13, the
Certificates may have endorsed thereon, in lieu of the Owner Trustee's
certificate of authentication, an alternate certificate of authentication in
substantially the following form:

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



                                            _______________________________,
                                            as Owner Trustee


                                       By:  _______________________________
                                            Authorized Officer


                                                         or


                                     -13-
<PAGE>

                                            _______________________________
                                            as Authenticating Agent
                                            for the Owner Trustee,


                                            _______________________________
                                            Authorized Officer


          SECTION 3.14.  Actions of Certificateholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by the Certificateholders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing; and except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are
delivered to the Owner Trustee and, when required, to the Depositor or the
Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Owner Trustee, the Depositor and the Servicer, if
made in the manner provided in this Section 3.14.

          (b) The fact and date of the execution by any Certificateholder of
any such instrument or writing may be proved in any reasonable manner which
the Owner Trustee deems sufficient.

          (c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every Holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be
done, by the Owner Trustee, the Depositor or the Servicer in reliance thereon,
regardless of whether notation of such action is made upon such Certificate.

          (d) The Owner Trustee may require such additional proof of any
matter referred to in this Section 3.14 as it shall deem necessary.

                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

          SECTION 4.1.  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, the Owner Trustee shall have notified the Certificateholders in
writing of the proposed action and the Certificateholders shall not have
notified the Owner Trustee in writing prior to the 30th day after such notice
is given that such Certificateholders have withheld consent or provided
alternative direction:

               (a) the initiation of any material claim or lawsuit by the
          Issuer (except claims or lawsuits brought in connection with the
          collection of the Receivables)


                                     -14-
<PAGE>

          and the compromise of any material action, claim or lawsuit brought
          by or against the Issuer (except with respect to the aforementioned
          claims or lawsuits for collection of the Receivables);

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

               (c) the amendment of the Indenture by a supplemental indenture
          in circumstances where the consent of any Noteholder is required;

               (d) the amendment of the Indenture by a supplemental indenture
          in circumstances where the consent of any Noteholder is not required
          and such amendment materially adversely affects the interest of the
          Certificateholders;

               (e) the amendment, change or modification of the Sale and
          Servicing Agreement, except to any amendment where the consent of
          any Certificateholder is not required under the terms of the Sale
          and Servicing Agreement; or

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

The Owner Trustee shall notify the Certificateholders in writing of any
appointment of a successor Paying Agent, Authenticating Agent or Certificate
Registrar within five Business Days thereof.

          SECTION 4.2.  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 Servicer under the Sale and
Servicing Agreement pursuant to Article VIII thereof, (b) remove the
Administrator under the Administration Agreement pursuant to Section 8 thereof
or (c) except as expressly provided in the Basic Documents, sell the
Receivables or any interest therein 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 Certificateholders.

          SECTION 4.3.  Action by Certificateholders with Respect to
Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Issuer without the unanimous prior
approval of all Certificateholders unless the Owner Trustee reasonably
believes that the Issuer is insolvent.

          SECTION 4.4.  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
obligation of the Issuer or the Owner Trustee under this Agreement or any of
the other Basic Documents or would be contrary to Section 2.3 nor shall the
Owner Trustee be obligated to follow any such direction, if given.

                                     -15-
<PAGE>

          SECTION 4.5.  Majority Control. Except as expressly provided herein,
any action that may be taken by the Certificateholders under this Agreement
may be taken by the Holders of Certificates evidencing not less than a
majority of the Certificate Balance. Except as expressly provided herein, any
written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by the Holders of Certificates evidencing not
less than a majority of the Certificate Balance at the time of the delivery of
such notice.

                                  ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

          SECTION 5.1.  Establishment of Certificate Distribution Account. The
Owner Trustee, for the benefit of Certificateholders, shall establish and
maintain in the name of the Issuer an Eligible Deposit Account (the
"Certificate Distribution Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders.

          The Owner Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Certificate Distribution Account and
in all proceeds thereof. If, at any time, the Certificate Distribution Account
ceases to be an Eligible Deposit Account, the Servicer shall establish a new
Certificate Distribution Account as an Eligible Deposit Account in accordance
with Section 5.1(b) of the Sale and Servicing Agreement, and the Owner Trustee
shall transfer any cash and/or any investments to such new Certificate
Distribution Account and shall assist the Servicer in establishing such
account as necessary.

          Amounts on deposit in the Certificate Distribution Account shall not
be invested.

          SECTION 5.2.  Application of Funds in Certificate Distribution
Account. (a) Not later than 12:00 noon, New York City time, on each Payment
Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee
will, based on the information contained in the Servicer's Certificate
delivered on the related Determination Date pursuant to Section 4.8 of the
Sale and Servicing Agreement, distribute to Certificateholders, to the extent
of the funds available, amounts deposited in the Certificate Distribution
Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such
Payment Date in the following order of priority:

               (i) first, to the Certificateholders, on a pro rata basis, an
          amount equal to the Certificateholders' Interest Distributable
          Amount; and

               (ii) second, to the Certificateholders, on a pro rata basis, an
          amount equal to the Certificateholders' Principal Distributable
          Amount.

          (b) On each Payment Date, the Owner Trustee shall send, or cause to
be sent, to each Certificateholder the statement provided to the Owner Trustee
by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on
such Payment Date.

          (c) In the event that any withholding tax is imposed on the Issuer's
payment (or allocations of income) to a Certificateholder, such tax shall
reduce the amount otherwise


                                     -16-
<PAGE>

distributable to the Certificateholder in accordance with this Section. Each
of the Owner Trustee and the Paying Agent 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 Issuer
(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 Issuer and remitted to the appropriate taxing authority. The
Owner Trustee or the Paying Agent, on its behalf, intends to withhold United
States withholding taxes from any amounts allocable or distributed to
non-United States Certificateholders at a rate of 35% for non-United States
Certificateholders that are classified as corporations for United States
federal income tax purposes and at the highest individual income tax rate for
all other non-United States Certificateholders. In the event that a
Certificateholder wishes to apply for a refund of any such withholding tax,
the Owner Trustee and the Paying Agent shall reasonably cooperate with such
Certificateholder in making such claim so long as such Certificateholder
agrees to reimburse the Owner Trustee and the Paying Agent for any
out-of-pocket expenses incurred.

          SECTION 5.3.  Method of Payment. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Payment Date
shall be made to each Certificateholder of record on the preceding Record Date
either (a) by wire transfer, in immediately available funds, to the account of
such Holder 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
Payment Date and such Holder's Certificates in the aggregate evidence a
denomination of not less than $1,000,000 or (b) by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register; provided that, unless Definitive Certificates have been issued
pursuant to Section 3.12, with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), distributions will be made by wire transfer in
immediately available funds to the account designated by such nominee.

          SECTION 5.4.  No Segregation of Monies; No Interest. Subject to
Sections 5.1 and 5.2, monies received by the Owner Trustee or any Paying Agent
hereunder need not be segregated in any manner except to the extent required
by law and may be deposited under such general conditions as may be prescribed
by law, and neither the Owner Trustee nor any Paying Agent shall be liable for
any interest thereon.

          SECTION 5.5.  Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Owner Trustee
shall (a) maintain (or cause to be maintained) the books of the Issuer on a
calendar year basis on the accrual method of accounting, (b) deliver (or cause
to be delivered) to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its
Federal and state income tax returns, (c) prepare or cause to be prepared and
file such tax returns relating to the Issuer (including a partnership
information return, Form 1065), and make such elections as may from time to
time be required or appropriate under any applicable state or Federal statute
or rule or regulation


                                     -17-
<PAGE>

thereunder so as to maintain the Trust's characterization as a partnership for
Federal income tax purposes and (d) collect or cause to be collected any
withholding tax as described in and in accordance with Section 5.2(c) with
respect to income or distributions to Certificateholders. The Depositor shall
sign all tax information returns filed pursuant to this Section 5.5 and any
other returns as may be required by law. The Issuer shall elect under Section
1278 of the Code to include in income currently any market discount that
accrues with respect to the Receivables. The Issuer shall not make the
election provided under Section 754 of the Code.

          SECTION 5.6.  Signature on Returns; Tax Matters Partner.
Notwithstanding the provisions of Section 5.5, the Class R Certificateholder
shall sign on behalf of the Issuer the tax returns of the Issuer, unless
applicable law requires the Owner Trustee to sign such documents, in which
case such documents shall be signed by the Owner Trustee at the written
direction of the Class R Certificateholder.

          The Class R Certificateholder shall be the "tax matters partner" of
the Issuer pursuant to the Code.

          SECTION 5.7.  Capital Accounts. The Issuer shall maintain accounts
("Capital Accounts") with respect to the Certificateholders and the Class R
Certificateholder (each an "Owner"). For this purpose, Capital Accounts shall
be maintained in accordance with the following provisions:

               (a) Each Owner's Capital Account shall be increased by the
          Capital Contributions (as defined below) of such Owner, such Owner's
          distributive share of gross income (if any) and any items in the
          nature of income or gain that are allocated to such Owner pursuant
          to Section 2.11, 2.12(c) or 2.13.

               (b) Each Owner's Capital Account shall be reduced by any amount
          distributed to such Owner (including, in the case of the Class R
          Certificateholder, any amount released or otherwise distributed to
          the Class R Certificateholder from the Reserve Account under Section
          5.6 of the Sale and Servicing Agreement) and any items in the nature
          of deductions or losses that are allocated to such Owner pursuant to
          Section 2.12 or 2.13.

               (c) In the event all or a portion of a Certificate is
          transferred in accordance with the terms of this Agreement, the
          transferee shall succeed to the Capital Account of the transferor to
          the extent it related to such Certificate or a portion thereof.

          "Capital Contribution" means the amount of any cash contributed to
the Issuer by an Owner (including any amounts deemed to be contributed in
connection with the original issuance of the Certificates), including, in the
case of the Class R Certificateholder, the amount of any Receivables deemed to
have been contributed by the Class R Certificateholder (with such amount for
Receivables intended to reflect the amount of the Receivables and monies due
thereon or with respect thereto, including accrued but unpaid interest and
finance charges, conveyed to the Issuer by the Class R Certificateholder on
the Closing Date under Article II of the Sale and Servicing Agreement). The
foregoing provisions and the other provisions of this


                                     -18-
<PAGE>

Agreement relating to the maintenance of Capital Accounts are intended to
comply with Section 1.704-l(b) of the Treasury Regulations and shall be
interpreted in a manner consistent therewith.

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

          SECTION 6.1.  General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Issuer is
named as a party and each certificate or other document attached as an exhibit
to or contemplated by the Basic Documents to which the Issuer is named as a
party and any amendment thereto, in each case, in such form as the Depositor
shall approve as evidenced conclusively by the Owner Trustee's execution
thereof, and, on behalf of the Issuer at the written direction of the
Depositor, 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 $___________ and Class A-4 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 Issuer pursuant to the Basic Documents. The Owner Trustee is
further authorized from time to time to take such action as the Administrator
recommends or directs in writing with respect to the Basic Documents.

          SECTION 6.2.  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 other Basic Documents and to
administer the Issuer in the interest of Certificateholders and the Class R
Certificateholder, subject to the Basic Documents and in accordance with the
provisions of this Agreement. 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 or the Issuer hereunder or under any other Basic Document,
and the Owner Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement.

          SECTION 6.3.  Action upon Instruction. (a) Subject to Article IV,
the Certificateholders may, by written instruction, direct the Owner Trustee
in the management of the Issuer. Such direction may be exercised at any time
by written instruction of the Certificateholders pursuant to Section 4.5.

          (b) Notwithstanding the foregoing, the Owner Trustee shall not be
required to take any action hereunder or under any other Basic Document if the
Owner Trustee shall reasonably determine, or shall have been advised by
counsel in writing, that such action is likely to result in personal liability
to the Owner Trustee (in such capacity or individually), is contrary to the
terms of this Agreement or any other Basic Document or is contrary to law.

          (c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or any other Basic


                                     -19-
<PAGE>

Document or is unsure as to the application of any provision of this Agreement
or any Basic Document, or if any such provision is ambiguous as to its
application, or is, or appears to be, in conflict with any other applicable
provision, or in the event that this Agreement permits any determination by
the Owner Trustee or is silent or is incomplete as to the course of action
that the Owner Trustee is required to take with respect to a particular set of
facts, the Owner Trustee may give notice (in such form as shall be appropriate
under the circumstances) to the Certificateholders requesting instruction as
to the course of action to be adopted, and to the extent the Owner Trustee
acts in good faith in accordance with any written instruction of the
Certificateholders received, the Owner Trustee shall not be liable on account
of such action to any Person. If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or
the other Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action
or inaction.

          SECTION 6.4.  No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall undertake to perform such duties and
only such duties as are specifically set forth in this Agreement and the other
Basic Documents, and no implied covenants or obligations shall be read into
this Agreement or the other Basic Documents. 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 document contemplated hereby to which the Owner Trustee is a party, except
as expressly provided by the terms of this Agreement or in any document or
written instruction received by the Owner Trustee pursuant to Section 6.3; and
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 to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder or to prepare or file
any Commission filing for the Issuer or to record this Agreement or any other
Basic Document. 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, in its individual capacity, that are not
related to the ownership or the administration of the Owner Trust Estate.

          SECTION 6.5.  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 6.3.

          SECTION 6.6.  Restrictions. The Owner Trustee shall not (a) take any
action that is inconsistent with the purposes of the Issuer set forth in
Section 2.3 or (b) take any action or amend this Agreement in any manner that,
to the best knowledge of the Owner Trustee, would result in the Issuer's
becoming taxable as a corporation for United States federal income tax


                                     -20-
<PAGE>

purposes. The Owner Trustee and Depositor agree that no election to treat the
Issuer other than as a partnership for United States federal income tax
purposes or any relevant state tax purposes shall be made by or on behalf of
the Issuer. The Certificateholders shall not direct the Owner Trustee to take
action that would violate the provisions of this Section.

          SECTION 6.7.  Doing Business in Other Jurisdictions. (a)
Notwithstanding anything contained herein to the contrary, the Owner Trustee
shall not be required to take any action in any jurisdiction other than in the
State of Delaware, other than as set forth in the last sentence of this
Section 6.7, if the taking of such action will (i) require the consent or
approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state
or other governmental authority or agency of any jurisdiction other than the
State of Delaware; (ii) result in any fee, tax or other governmental charge
under the laws of any jurisdiction or any political subdivisions thereof in
existence on the date hereof other than the State of Delaware becoming payable
by the Owner Trustee; or (iii) subject the Owner Trustee to personal
jurisdiction in any jurisdiction other than the State of Delaware for causes
of action arising from acts unrelated to the consummation of the transactions
by the Owner Trustee, as the case may be, contemplated hereby. The Owner
Trustee shall be entitled to obtain advice of counsel (which advice shall be
an expense of the Depositor) to determine whether any action required to be
taken pursuant to this Agreement results in the consequences described in
clauses (i), (ii) and (iii) of the preceding sentence. In the event that said
counsel advises the Owner Trustee that such action will result in such
consequences, the Owner Trustee will appoint an additional trustee pursuant to
Section 10.5 to proceed with such action.

                                 ARTICLE VII

                           CONCERNING OWNER TRUSTEE

          SECTION 7.1.  Acceptance of Trusts and Duties. 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 also agrees to disburse all moneys actually received by it
constituting part of the Owner Trust Estate upon the terms of the other Basic
Documents and this Agreement. The Owner Trustee shall not be answerable or
accountable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct, bad faith or gross negligence or
(ii) in the case of the breach of any representation or warranty contained in
Section 7.3 expressly made by the Owner Trustee. In particular, but not by way
of limitation (and subject to the exceptions set forth in the preceding
sentence):

               (a) The Owner Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer of the Owner
          Trustee unless it is proved that the Owner Trustee was grossly
          negligent in ascertaining the pertinent facts;

               (b) The Owner Trustee shall not be liable with respect to any
          action it takes or omits to take in good faith in accordance with
          the instructions of the


                                     -21-
<PAGE>

          Certificateholders given pursuant to Section 6.3 or the
          Administrator given pursuant to Section 6.1;

               (c) No provision of this Agreement or any other Basic Document
          shall require the Owner Trustee to expend or risk funds or otherwise
          incur any financial liability in its own performance of any of its
          rights or powers hereunder or under any other Basic Document if the
          Owner Trustee shall have reasonable grounds for believing that
          repayment of such funds or adequate indemnity against such risk or
          liability is not assured or provided to it;

               (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 responsible for and makes no
          representation as to the validity or adequacy of this Agreement or
          for the due execution hereof by the Depositor or for the form,
          character, genuineness, sufficiency, value or validity of any of the
          Owner Trust Estate or for or in respect of the validity or
          sufficiency of the Basic Documents, other than the certificate of
          authentication on the Certificates or the Class R Certificate, shall
          not be accountable for the use or application by the Depositor of
          the proceeds from the Certificates, and the Owner Trustee shall in
          no event assume or incur any liability, duty or obligation to any
          Noteholder, any Certificateholder or the Class R Certificateholder,
          other than as expressly provided for herein and in the Basic
          Documents. The Owner Trustee shall at no time have any
          responsibility or liability for or with respect to the legality,
          validity and enforceability of any Receivable, or the perfection and
          priority of any security interest created by any Receivable in any
          Financed Vehicle or the maintenance of any such perfection and
          priority; or the ability of the Owner Trust Estate to generate the
          payments to be distributed to Certificateholders under this
          Agreement or the Noteholders under the Indenture, including: the
          existence, condition and ownership of any Financed Vehicle; the
          existence and enforceability of any insurance thereon; the existence
          and contents of any Receivable on any computer or other record
          thereof; the validity of the assignment of any Receivable to the
          Issuer or of any intervening assignment; the completeness of any
          Receivable; the performance or enforcement of any Receivable; the
          compliance by the Depositor or the Servicer with any warranty or
          representation made under any Basic Document or in any related
          document or the accuracy of any such warranty or representation or
          any action of the Indenture Trustee, the Administrator or the
          Servicer or any subservicer taken in the name of the Owner Trustee;

               (f) The Owner Trustee shall not be liable for the default or
          misconduct of the Indenture Trustee, the Administrator or the
          Servicer under any of the Basic Documents or otherwise, and the
          Owner Trustee shall have no obligation or liability to perform the
          obligations of the Issuer under this Agreement or the Basic
          Documents that are required to be performed by the Administrator
          under the


                                     -22-
<PAGE>

          Administration Agreement, the Indenture Trustee under the Indenture
          or the Servicer under the Sale and Servicing Agreement;

               (g) The Owner Trustee shall be under no obligation to exercise
          any of the rights or powers vested in it by this Agreement, or to
          institute, conduct or defend any litigation under this Agreement or
          otherwise or in relation to this Agreement or any other Basic
          Document, at the request, order or direction of any of the
          Certificateholders, unless such Certificateholders have offered to
          the Owner Trustee security or indemnity satisfactory to it against
          the costs, expenses and liabilities that may be incurred by the
          Owner Trustee therein or thereby. The right of the Owner Trustee to
          perform any discretionary act enumerated in this Agreement or in any
          other Basic Document shall not be construed as a duty, and the Owner
          Trustee shall not be answerable for other than its negligence, bad
          faith or willful misconduct in the performance of any such act; and

               (h) The Owner Trustee, upon receipt of any 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 or the other Basic Documents, shall examine them to
          determine whether they conform to the requirements of this Agreement
          or such other Basic Document; provided, however, that the Owner
          Trustee shall not be responsible for the accuracy or content of any
          such resolution, certificate, statement, opinion, report, document,
          order or other instrument furnished to the Owner Trustee pursuant to
          this Agreement or the other Basic Documents.

          SECTION 7.2.  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 7.3.  Representations and Warranties. The Owner Trustee
hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

               (a) It is a banking corporation duly organized and validly
          existing in good standing under the laws of the State of Delaware
          and having an office within the State of Delaware. It has all
          requisite corporate power, authority and legal right to execute,
          deliver and perform its obligations under this Agreement.

               (b) It has taken all corporate action necessary to authorize
          the execution and delivery by it of this Agreement, and this
          Agreement will be executed and delivered by one of its officers who
          is duly authorized to execute and deliver this Agreement on its
          behalf.

               (c) Neither the execution nor the delivery by it of this
          Agreement, nor the consummation by it of the transactions
          contemplated hereby nor compliance by it with any of the terms or
          provisions hereof will contravene any federal or Delaware law,
          governmental rule or regulation governing the banking or trust


                                     -23-
<PAGE>

          powers of the Owner Trustee or any judgment, writ, decree or order
          applicable to it, or constitute any default under its charter
          documents or by-laws or, with or without notice or lapse of time,
          any indenture, mortgage, contract, agreement or instrument to which
          it is a party or by which any of its properties may be bound.

               (d) The execution, delivery and performance by the Owner
          Trustee of this Agreement does not require the authorization,
          consent, or approval of, the giving of notice to, the filing or
          registration with, or the taking of any other action in respect of,
          any governmental authority or agency of the State of Delaware or the
          United States of America regulating the corporate trust activities
          of the Owner Trustee.

               (e) This Agreement has been duly authorized, executed and
          delivered by the Owner Trustee and shall constitute the legal,
          valid, and binding agreement of the Owner Trustee, enforceable in
          accordance with its terms, except as such enforcement may be limited
          by bankruptcy, insolvency, reorganization and other laws affecting
          the rights of creditors generally, and by general principles of
          equity regardless of whether enforcement is pursuant to a proceeding
          in equity or at law.

          SECTION 7.4.  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, secretary or other authorized officers 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 this Agreement or 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 due care and (ii) may consult with counsel, accountants and other
skilled persons knowledgeable in the relevant area 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
written opinion or advice of any such counsel, accountants or other such
persons and not contrary to this Agreement or any Basic Document.

          SECTION 7.5.  Not Acting in Individual Capacity. Except as provided
in this Article VII, in accepting the trusts hereby created,
____________________ acts solely as the Owner Trustee hereunder and not in its
individual capacity and all Persons having any claim


                                     -24-
<PAGE>

against the Owner Trustee by reason of the transactions contemplated by this
Agreement or any Basic Document shall look only to the Owner Trust Estate for
payment or satisfaction thereof.

          SECTION 7.6.  Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the owner or
pledgee of the Certificates or the Notes and may deal with the Depositor, the
Indenture Trustee and the Servicer in banking transactions with the same
rights as it would have if it were not the Owner Trustee.

                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

          SECTION 8.1.  Owner Trustee's Fees and Expenses. In accordance with
Section 4.7 of the Sale and Servicing Agreement, the Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Servicer and the
Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the
Servicer for its other reasonable expenses hereunder, including the reasonable
compensation, expenses and disbursements of such agents, representatives,
experts and counsel as the Owner Trustee may employ in connection with the
exercise and performance of its rights and its duties hereunder except any
such expenses as may arise from its gross negligence, willful misfeasance, or
bad faith or that is the responsibility of Certificateholders under this
Agreement.

          SECTION 8.2.  Indemnification. In accordance with Section 7.2 of the
Sale and Servicing Agreement, the Servicer shall be liable as primary obligor
for, and shall indemnify the Owner Trustee (in such capacity or individually)
and its successors, assigns, agents and servants (collectively, the
"Indemnified Parties") from and against, any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and
expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against the Owner
Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement, the other Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the
Owner Trustee hereunder, except only that the Servicer shall not be liable for
or required to indemnify the Owner Trustee from and against Expenses arising
or resulting from any of the matters described in the third sentence of
Section 7.1. The indemnities contained in this Section shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement. If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted
against any Indemnified Party in respect of which indemnity may be sought
pursuant to this Section 8.2, such Indemnified Party shall promptly notify the
Servicer in writing, and the Servicer upon request of the Indemnified Party
shall retain counsel reasonably satisfactory to the Indemnified Party (or,
with the consent of the Servicer, counsel selected by the Indemnified Party
acceptable to the Servicer) to represent the Indemnified Party and any others
the Servicer may designate in such proceeding and shall pay the reasonable
fees and expenses of such counsel related to such proceeding. The Servicer
shall not be liable for any settlement of any claim or proceeding effected
without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the Servicer agrees to indemnify any
Indemnified Party from and


                                     -25-
<PAGE>

against any loss or liability by reason of such settlement or judgment. The
Servicer shall not, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in
respect of which any Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such proceeding.

          SECTION 8.3.  Payments to Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article VIII shall be deemed not to be a part
of the Owner Trust Estate immediately after such payment.

                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

          SECTION 9.1.  Termination of Trust Agreement. (a) The Issuer shall
dissolve on the Payment Date next succeeding the month which is six months
after the final distribution by the Owner Trustee of all moneys or other
property or proceeds of the Owner Trust Estate in accordance with the terms of
the Indenture, the Sale and Servicing Agreement and Article V, including the
payment to the Certificateholders of all amounts required to be paid to them
pursuant to this Agreement; provided, however, that in no event shall the
Trust created by this Agreement continue beyond the expiration of 21 years
from the date of this Agreement. The bankruptcy, liquidation, dissolution,
death or incapacity of any Certificateholder, any Certificate Owner or the
Class R Certificateholder shall not (x) operate to terminate this Agreement or
the Issuer, nor (y) entitle such Certificateholder's, such Certificate Owner's
or the Class R 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 Issuer or the Owner Trust Estate nor (z)
otherwise affect the rights, obligations and liabilities of the parties
hereto.

          (b) Except as provided in clause (a), neither the Class R
Certificateholder nor any Certificateholder shall be entitled to revoke or
terminate the Trust.

          (c) Notice of any termination of the Issuer, specifying the Payment
Date upon which the Certificateholders shall surrender their Certificates to
the Owner Trustee or the Paying Agent for payment of the final distribution
and cancellation, shall be given by the Owner Trustee by letter to the
Certificateholders mailed within five Business Days of receipt of notice of
such termination from the Servicer given pursuant to Section 9.1(c) of the
Sale and Servicing Agreement, stating (i) the Payment 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 Owner
Trustee or the Paying Agent therein designated, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office of the Owner Trustee or 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
at the time such notice is given to the Certificateholders. Upon presentation
and surrender of the


                                     -26-
<PAGE>

Certificates, the Owner Trustee or the Paying Agent shall cause to be
distributed to the Certificateholders amounts distributable on such Payment
Date pursuant to Section 5.2.

          If all 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
Owner Trust Estate after exhaustion of such remedies shall be distributed,
subject to applicable escheat laws, by the Owner Trustee to the Class R
Certificateholder.

          (d) Any funds remaining in the Issuer after funds for final
distribution have been distributed or set aside for distribution shall be
distributed by the Owner Trustee to the Class R Certificateholder.

          (e) Upon the winding up of the Issuer in accordance with Section
3808 of the Business Trust Statute, the Owner Trustee shall cause the
Certificate of Trust to be canceled by filing a certificate of cancellation
with the Secretary of State in accordance with the provisions of Section 3810
of the Business Trust Statute and thereupon, this Agreement (other than
Article VIII) and the Issuer shall terminate.

                                   ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

          SECTION 10.1.  Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation authorized to exercise corporate
trust powers; and having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by Federal or state
authorities. If such corporation 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, 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 in
accordance with the provisions of this Section, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 10.2. In
addition, at all times the Owner Trustee or a co-trustee shall be a person
that satisfies the requirements of Section 3807(a) of the Business Trust
Statute (the "Delaware Trustee").

          SECTION 10.2.  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 Administrator. Upon receiving
such notice of resignation, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of


                                     -27-
<PAGE>

which instrument shall be delivered to the resigning Owner Trustee and one
copy to the successor Owner Trustee. If no successor Owner Trustee shall have
been so appointed and have accepted 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 10.1 and shall fail to resign after
written request therefor by the Administrator, 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. If the Administrator shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Administrator shall
promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Owner Trustee so removed and one copy of which shall be delivered to the
successor Owner Trustee, and payment of all fees owed to the outgoing Owner
Trustee shall be made 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 10.3 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 10.3.  Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 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
the 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 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 be eligible pursuant to Section 10.1.

          Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section, the Administrator shall mail notice of the successor of such
Owner Trustee to all Certificateholders, the Trustee, the Noteholders and the
Rating Agencies. If the Administrator


                                     -28-
<PAGE>

shall fail 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.

          Any successor Owner Trustee appointed pursuant to this Section 10.3
shall promptly file an amendment to the Certificate of Trust with the
Secretary of State identifying the name and principal place of business of
such successor Owner Trustee in the State of Delaware.

          SECTION 10.4.  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
10.1, 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; and provided further,
that such successor Owner Trustee shall file an amendment to the Certificate
of Trust as described in Section 10.3.

          SECTION 10.5.  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 Issuer, 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 15 days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. If the Delaware Trustee shall become
incapable of acting, resign or be removed, unless the Owner Trustee is
qualified to act as the Delaware Trustee, a successor co-trustee shall
promptly be appointed in the manner specified in this Section 10.5 to act as
the Delaware Trustee. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor trustee
pursuant to Section 10.1 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.3.

          Each separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions 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 in such act), except to the extent that under any
          law of any jurisdiction in which any particular act or acts are to
          be


                                     -29-
<PAGE>

          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 Issuer 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 effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, 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 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 11.1.  Supplements and Amendments. This Agreement may be
amended by the Depositor and the Owner Trustee, with the consent of the Class
R Certificateholder and prior written notice to the Rating Agencies, but
without the consent of any of the Noteholders or the Certificateholders, to
cure any ambiguity or defect, 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 that such action shall not (i) materially change the purposes and
powers of the Issuer set forth in Section 2.3 or (ii) as evidenced by an
Opinion of Counsel, materially and adversely affect the interests of any
Noteholder or Certificateholder; provided, further, that the Depositor shall
deliver written notice of such amendments to each Rating Agency prior to the
execution of any such amendment.


                                     -30-
<PAGE>

Notwithstanding the foregoing, no amendment modifying the provisions of
Section 5.2 shall become effective without satisfaction of the Rating Agency
Condition.

          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 Class R Certificateholder, the consent of
the Holders of Notes evidencing not less than a majority of the Outstanding
Amount of the Notes and the consent of the Holders of Certificates evidencing
not less than a majority of the Certificate Balance for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or modifying in any manner the rights of the
Noteholders or the Certificateholders; provided 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 the 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.

          Promptly after the execution of any 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 or
the Noteholders 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 the Certificateholders provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization
of the execution thereof by the 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
the 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 the 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 11.2.  No Legal Title to Owner Trust Estate in
Certificateholders. Neither the Class R Certificateholder nor the
Certificateholders shall have legal title to any part of the Owner Trust
Estate. The Certificateholders shall be entitled to receive distributions with
respect to their undivided ownership interest therein only in accordance with
Articles V and IX. The Class R Certificateholder shall be entitled to receive
distributions with respect to its ownership interest therein only in
accordance with the Sale and Servicing Agreement and this Agreement. No
transfer, by operation of law or otherwise, of any right, title or interest of
the Certificateholders or of the Class R Certificateholder to and in their or
its ownership interest in the Owner Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or


                                     -31-
<PAGE>

entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Owner Trust Estate.

          SECTION 11.3.  Limitations on Rights of Others. Except for Sections
2.7 and 2.10, the provisions of this Agreement are solely for the benefit of
the Owner Trustee, the Depositor, the Class R Certificateholder, the
Certificateholders and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.

          SECTION 11.4.  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 personally delivered, delivered by overnight courier
or mailed certified mail, return receipt requested and shall be deemed to have
been duly given upon receipt, if to the Owner Trustee, addressed to
__________________, ___________________________________, Attn: ____________,
if to the Depositor or the Class R Certificateholder, addressed to, Chase
Manhattan Bank USA, National Association, c/o Chase Manhattan Automotive
Finance Corporation, 900 Stewart Avenue, Garden City, New York 11530, Attn:
Financial Controller; 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 to 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, regardless of whether the Certificateholder
receives such notice.

          SECTION 11.5.  Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

          SECTION 11.6.  Separate Counterparts. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

          SECTION 11.7.  Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor, the Class R Certificateholder, the Owner Trustee and their
respective 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 11.8.  No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
equity interests in the Issuer


                                     -32-
<PAGE>

only and do not represent interests in or obligations of the Depositor, the
Servicer, 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 this Agreement, the Certificates or
the other Basic Documents.

          SECTION 11.9.  No Petition.

          (a) The Depositor will not at any time institute against the Issuer
any bankruptcy proceedings under any United States federal or state bankruptcy
or similar law in connection with any obligations relating to the
Certificates, the Notes, this Agreement or any of the other Basic Documents.

          (b) The Owner Trustee, by entering into this Agreement, the Class R
Certificateholder by accepting the Class R Certificate and each
Certificateholder, by accepting a Certificate, hereby covenant and agree that
they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Class R Certificate, the Certificates, this
Agreement or any of the other 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 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.  Certificate Transfer Restrictions. The Certificates
may not be acquired by or for the account of an individual or entity that is
not a U.S. person as defined in Section 7701(a)(30) of the Code and any
transfer of a Certificate to a person that is not a U.S. Person shall be void.
By accepting and holding a Certificate, the Holder shall be deemed to have
represented and warranted under penalties of perjury that it (or, if it is
acting as a nominee, the beneficial owner) is a U.S. Person.


                                     -33-
<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.

                                       ____________________________________,
                                        as Owner Trustee


                                       By: _________________________________
                                            Name:
                                            Title:




                                       CHASE MANHATTAN BANK USA,
                                        NATIONAL ASSOCIATION,
                                        as Depositor


                                       By: _________________________________
                                            Name:
                                            Title:



<PAGE>

                                                                   EXHIBIT A-1


THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NEITHER THIS CLASS R CERTIFICATE NOR ANY PORTION HEREOF MAY
BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED OTHER THAN IN COMPLIANCE WITH THE
TRUST AGREEMENT.

THIS CLASS R CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

                    CHASE MANHATTAN AUTO OWNER TRUST 200_-_

                              CLASS R CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the
Issuer, as defined below, the property of which includes a pool of retail
installment sales contracts or purchase money notes and security agreements
and other notes secured by new or used automobiles or light duty trucks and
sold to the Issuer by Chase Manhattan Bank USA, National Association, a
national banking association.

(This Certificate does not represent an interest in or obligation of Chase
Manhattan Bank USA, National Association or any of its Affiliates, except to
the extent described below.)

     THIS CERTIFIES THAT Chase Manhattan Bank USA, National Association is the
registered owner of 100% of the beneficial ownership interest in certain
distributions of Chase Manhattan Auto Owner Trust 200_-_ (the "Issuer") formed
by Chase Manhattan Bank USA, National Association, a national banking
association (the "Depositor").

                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is the Class R Certificate referred to in the within-mentioned Trust
Agreement.


____________________________________,          ______________________________,
  not in its individual capacity but     or     not in its individual capacity
  solely as Owner Trustee                       but solely as Owner Trustee

By:_____________________                       By:__________________________
                                                     Authenticating Agent


<PAGE>


     Issuer was created pursuant to a Trust Agreement dated as of __________
__, 200_ (the "Trust Agreement"), between the Depositor and ______________, as
owner trustee (the "Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them
in Section 1.1 of the Sale and Servicing Agreement between the Issuer and
Chase Manhattan Bank USA, National Association, as Seller and Servicer, dated
as of __________ __, 200_, as the same may be amended or supplemented from
time to time (the "Sale and Servicing Agreement").

     This Class R 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 Class R Certificate by virtue of the acceptance hereof assents
and by which such holder is bound.

     The holder of this Class R Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Class R Certificate are
limited to amounts distributable to it pursuant to the Sale and Servicing
Agreement and the Trust Agreement.

     It is the intent of the Class R Certificateholder and the
Certificateholders that, for United States federal income tax purposes, the
Issuer will be treated as a partnership and the Class R Certificateholder and
the Certificateholders will be treated as partners in that partnership. The
Class R Certificateholder by acceptance of this Class R Certificate, agrees to
treat, and to take no action inconsistent with the treatment of, the Class R
Certificate for such tax purposes as equity (i.e., partnership interests) in
the Issuer.

     The Class R Certificateholder, by its acceptance of this Class R
Certificate, acknowledges and agrees that neither the Depositor nor the Owner
Trustee is authorized to elect to treat the Issuer other than as a partnership
for United States federal income tax purposes or any relevant state tax
purposes. The Class R Certificateholder, by its acceptance of the Class R
Certificate, agrees not to take any actions (or direct the Owner Trustee to
take such acts or actions) that would violate such restriction.

     The Class R Certificate does not represent an obligation of, or an
interest in, the Depositor, the Servicer, the Owner Trustee, the Indenture
Trustee or any Affiliates of any of them 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, the Indenture or the other
Basic Documents.

     Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee or the Authentication Agent, by
manual or facsimile signature, this Class R 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 CLASS R CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>

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


                                     CHASE MANHATTAN AUTO
                                       OWNER TRUST 200_-_

                                     By: ________________________________,
                                           not in its individual capacity,
                                           but solely as Owner Trustee


Dated:                               By: _________________________________



<PAGE>

                                                                   EXHIBIT A-2

NUMBER                                                                 $
R-                                                         CUSIP NO. _________


     [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.]

     THE CERTIFICATES MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF AN
INDIVIDUAL OR ENTITY THAT IS NOT A U.S. PERSON AS DEFINED IN SECTION
7701(A)(30) OF THE CODE. BY ACCEPTING AND HOLDING A CERTIFICATE, THE HOLDER
SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT (OR, IF IT IS ACTING
AS A NOMINEE, THE BENEFICIAL OWNER) IS A U.S. PERSON.

     THE PRINCIPAL OF THIS CERTIFICATE IS DISTRIBUTABLE IN INSTALLMENTS AS SET
FORTH IN THE TRUST AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

                    CHASE MANHATTAN AUTO OWNER TRUST 200_-_

                        ____% ASSET BACKED CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the
Issuer, as defined below, the property of which includes a pool of retail
installment sales contracts or purchase money notes and security agreements
and other notes secured by new or used automobiles or light duty trucks and
sold to the Issuer by Chase Manhattan Bank USA, National Association, a
national banking association.

(This Certificate does not represent an interest in or obligation of Chase
Manhattan Bank USA, National Association or any of its Affiliates, except to
the extent described below.)

     THIS CERTIFIES THAT ___________________________ is the registered owner
of ___________________________ nonassessable, fully-paid, beneficial ownership
interest in


<PAGE>

certain distributions of Chase Manhattan Auto Owner Trust 200_-_
(the "Issuer") formed by Chase Manhattan Bank USA, National Association, a
national banking association (the "Depositor"). This Certificate has a
Certificate Rate of % per annum.




                                     -2-
<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     or    not in its individual capacity
  solely as Owner Trustee                      but solely as Owner Trustee


By:_____________________                      By:__________________________
                                                   Authenticating Agent


                                     -3-
<PAGE>


     Issuer was created pursuant to a Trust Agreement dated as of __________
__, 200_ (the "Trust Agreement"), between the Depositor and ______________, as
owner trustee (the "Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them
in Section 1.1 of the Sale and Servicing Agreement between the Issuer and
Chase Manhattan Bank USA, National Association, as Seller and Servicer, dated
as of __________ __, 200_, as the same may be amended or supplemented from
time to time (the "Sale and Servicing Agreement").

     This Certificate is one of the duly authorized Certificates of the Issuer
designated as "___% Asset Backed Certificates" (herein called the
"Certificates"). Issued under the Indenture dated as of __________ __, 200_,
between the Issuer and __________, as trustee (the "Indenture"), are four
classes of Notes designated as "Class A-1 ___% Asset Backed Notes" (the "Class
A-1 Notes"), "Class A-2 ___% Asset Backed Notes" (the "Class A-2 Notes"),
"Class A-3 ___% Asset Backed Notes" (the "Class A-3 Notes") and "Class A-4
___% Asset Backed Notes" (the "Class A-4 Notes" and, together with the Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,
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 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 as described in the Sale and Servicing Agreement,
the Indenture and the Trust Agreement, as applicable.

     It is the intent of the Class R Certificateholder and Certificateholders
that, for United States federal income tax purposes, the Issuer will be
treated as a partnership and the Class R Certificateholder and the
Certificateholders will be treated as partners in that partnership. The
Certificateholders by acceptance of a Certificate, agree to treat, and to take
no action inconsistent with the treatment of, the Certificates for such tax
purposes as equity (i.e., partnership interests) in the Issuer.

     Each Certificateholder, by its acceptance of a Certificate or a
beneficial interest in a Certificate, acknowledges and agrees that neither the
Depositor nor the Owner Trustee is authorized to elect to treat the Issuer
other than as a partnership for United States federal income tax purposes or
any relevant state tax purposes. Each Certificateholder, by its acceptance of
a Certificate or a beneficial interest in a Certificate, agrees not to take
any actions (or direct the Owner Trustee to take such acts or actions) that
would violate such restriction.

     The Certificates do not represent an obligation of, or an interest in,
the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any
Affiliates of any of them 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, the Indenture or the other Basic Documents.

                                     -4-
<PAGE>

     The Certificates may not be acquired by or for the account of an
individual or entity that is not a U.S. Person as defined in Section
7701(A)(30) of the Code. By accepting and holding a Certificate, the Holder
shall be deemed to have represented and warranted that it (or, if it is acting
as a nominee, the Beneficial Owner) is a U.S. Person.

     Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee or the Authentication Agent, by
manual or facsimile 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 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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


                                      CHASE MANHATTAN AUTO
                                        OWNER TRUST 200_-_

                                      By: _______________________________,
                                           not in its individual capacity,
                                           but solely as Owner Trustee

Dated:                                By:_________________________________


                                     -5-
<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 ____________________ as 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 of
     the registered owner as it appears on 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.

                                     -6-
<PAGE>

                                                                     EXHIBIT B

                             CERTIFICATE OF TRUST



<PAGE>

                                                                     EXHIBIT C

                       CERTIFICATE DEPOSITORY AGREEMENT