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                                                                  EXECUTION COPY








                     CHASE MANHATTAN AUTO OWNER TRUST 2001-A


                      AMENDED AND RESTATED TRUST AGREEMENT



                                     between



                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                                  as Depositor



                                      -and-



                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee



                            Dated as of July 1, 2001

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                                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...................................3
     SECTION 2.8.  Situs of Issuer............................................4
     SECTION 2.9.  Representations and Warranties of the Depositor............4
     SECTION 2.10. Liability of Certificateholders............................4
     SECTION 2.11. Guaranteed Payments/Gross Income Allocations...............5
     SECTION 2.12. Deduction and Loss Allocations.............................5
     SECTION 2.13. Special Allocations........................................6


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

     SECTION 3.1.  Initial Ownership..........................................6
     SECTION 3.2.  The Certificates...........................................6
     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..........8
     SECTION 3.6.  Persons Deemed Certificateholders..........................9
     SECTION 3.7.  Access to List of Certificateholders' Names and Addresses..9
     SECTION 3.8.  Maintenance of Office or Agency............................9
     SECTION 3.9.  Appointment of Paying Agent................................9
     SECTION 3.10. Book-Entry Certificates...................................10
     SECTION 3.11. Notices to Clearing Agency................................11
     SECTION 3.12. Definitive Certificates...................................11
     SECTION 3.13. Authenticating Agent......................................12
     SECTION 3.14. Actions of Certificateholders.............................13


ARTICLE IV ACTIONS BY OWNER TRUSTEE..........................................14

     SECTION 4.1.  Prior Notice to Certificateholders with Respect to
                   Certain Matters...........................................14
     SECTION 4.2.  Action by Certificateholders with Respect to Certain
                   Matters...................................................14

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


ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.........................15

     SECTION 5.1. Establishment of Certificate Distribution Account..........15
     SECTION 5.2. Application of Funds in Certificate Distribution Account...15
     SECTION 5.3. Method of Payment..........................................16
     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..................17
     SECTION 5.7. Capital Accounts...........................................17


ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE.............................18

     SECTION 6.1. General Authority..........................................18
     SECTION 6.2. General Duties.............................................18
     SECTION 6.3. Action upon Instruction....................................19
     SECTION 6.4. No Duties Except as Specified in this Agreement or in
                  Instructions...............................................19
     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......................20


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................................23
     SECTION 7.5. Not Acting in Individual Capacity..........................24
     SECTION 7.6. Owner Trustee May Own Certificates and Notes...............24


ARTICLE VIII COMPENSATION OF OWNER TRUSTEE...................................24

     SECTION 8.1. Owner Trustee's Fees and Expenses..........................24
     SECTION 8.2. Indemnification............................................24
     SECTION 8.3. Payments to Owner Trustee..................................25


ARTICLE IX TERMINATION OF TRUST AGREEMENT....................................25

     SECTION 9.1. Termination of Trust Agreement.............................25

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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..................28
     SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.............28


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..........................31
     SECTION 11.4.  Notices..................................................31
     SECTION 11.5.  Severability.............................................31
     SECTION 11.6.  Separate Counterparts....................................32
     SECTION 11.7.  Successors and Assigns...................................32
     SECTION 11.8.  No Recourse..............................................32
     SECTION 11.9.  No Petition..............................................32
     SECTION 11.10. Headings.................................................32
     SECTION 11.11. Governing Law............................................32
     SECTION 11.12. Certificate Transfer Restrictions........................32

                                      iii
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                                    EXHIBITS

         Exhibit A   -   Form of Certificate
         Exhibit B   -   Form of Certificate of Trust
         Exhibit C   -   Form of Certificate Depository Agreement

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         AMENDED AND RESTATED TRUST AGREEMENT dated as of July 1, 2001 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 WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as the owner trustee (the "Owner Trustee"), amending and restating
in its entirety the Trust Agreement, dated as of June 19, 2001 (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 July 1, 2001, 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.

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                                   ARTICLE II
                                  ORGANIZATION

         SECTION 2.1. Name. The trust known as "Chase Manhattan Auto Owner Trust
2001-A" (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 Depositor.

         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
    pursuant to this Agreement, and to sell, transfer or exchange the Notes and
    the Certificates;

         (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 and Certificates, 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 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 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

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         (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,
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.

         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

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                                                                               4

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.

         SECTION 2.10. Liability of Certificateholders. No Certificateholder
shall have any personal liability for any liability or obligation of the Issuer.

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                                                                               5

         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 a Certificateholders's Capital Account (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 interest that accrues in
         such calendar month on the Certificates in accordance with their terms,
         including interest accruing thereon at the Certificate Rate monthly and
         interest on amounts previously due under the Certificates and not yet
         paid as provided therein; and

              (2) the balance of gross income, if any, to the Depositor.

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 Depositor.

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

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                                                                               6

         (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. 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.

         SECTION 3.2. The Certificates. Upon initial issuance, the Certificates
shall each be in the form of Exhibit A, which is incorporated 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,

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                                                                               7

unless there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
or 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 herein provided. Chase shall be the initial Certificate
Registrar. In the event that, subsequent to the date of issuance of the
Certificates, 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 Chase as the
Certificate Registrar if the Owner Trustee determines in its sole discretion
that Chase failed to perform its obligations under this Agreement in any
material respect. 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
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
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

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                                                                               8

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 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
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

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                                                                               9

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 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 The Chase Manhattan 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 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 Chase shall no longer be the Paying Agent,
the

<PAGE>

                                                                              10

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 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 Chase 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

<PAGE>

                                                                              11

         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.

         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

<PAGE>

                                                                              12

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 which shall be authorized to act on behalf of
the Owner Trustee in authenticating the Certificates in connection with the
issuance, delivery, registration of transfer, exchange or repayment of the
Certificates. The Owner Trustee hereby appoints Chase as Authenticating Agent
for the authentication of Certificates upon any registration of transfer or
exchange of such Certificates. Whenever reference is made in this Agreement to
the authentication of Certificates 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 authenticating agent and a
certificate of authentication executed on behalf of the Owner Trustee by an
authenticating agent. Each authenticating agent (other than 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.

<PAGE>

                                                                              13

         (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


                                            -----------------------------------
                                            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.

<PAGE>

                                                                              14

         (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) 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,

<PAGE>

                                                                              15

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.

         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

<PAGE>

                                                                              16

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 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.),

<PAGE>

                                                                              17

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
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 Depositor 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 Depositor.

         The Depositor 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 each Certificateholder and the Depositor
(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.

<PAGE>

                                                                              18

              (b) Each Owner's Capital Account shall be reduced by any amount
         distributed to such Owner (including, in the case of the Depositor, any
         amount released or otherwise distributed to the Depositor 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
Depositor, the amount of any Receivables deemed to have been contributed by the
Depositor (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
Depositor on the Closing Date under Article II of the Sale and Servicing
Agreement). The foregoing provisions and the other provisions of this 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 $279,000,000, Class A-2 Notes in the aggregate principal
amount of $243,000,000, Class A-3 Notes in the aggregate principal amount of
$384,000,000 and Class A-4 Notes in the aggregate principal amount of
$258,100,000. 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, 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

<PAGE>

                                                                              19

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 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

<PAGE>

                                                                              20

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 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.

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                                                                              21

                                   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 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, 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 or to any Certificateholder, other than as
         expressly provided for herein and in the Basic Documents. The Owner
         Trustee shall at no time have any

<PAGE>

                                                                              22

         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 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.

<PAGE>

                                                                              23

         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 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

<PAGE>

                                                                              24

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, Wilmington Trust
Company acts solely as the Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim 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

<PAGE>

                                                                              25

(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
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 or Certificate Owner shall not (x) operate to terminate this
Agreement or the Issuer, nor (y) entitle such Certificateholder's or Certificate
Owner's legal representatives or heirs to claim an accounting or

<PAGE>

                                                                              26

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 Depositor 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 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 Depositor.

         (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 Depositor.

         (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.

<PAGE>

                                                                              27

                                   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 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.

<PAGE>

                                                                              28

         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 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 form 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

<PAGE>

                                                                              29

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 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

<PAGE>

                                                                              30

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 prior written notice to the Rating
Agencies, 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. 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 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.

<PAGE>

                                                                              31

         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. The Certificateholders shall not 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. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Owner Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.

         SECTION 11.3. 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 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 Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration, if to the Depositor,
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

<PAGE>

                                                                              32

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 Owner Trustee and its successors and each Certificateholder and
its successors and permitted assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such
Certificateholder.

         SECTION 11.8. No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
equity interests in the Issuer 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 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 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.

<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.

                                       WILMINGTON TRUST COMPANY,
                                         as Owner Trustee


                                       By: /s/ Donald G. MacKelcan
                                          --------------------------------------
                                          Name:  Donald G. MacKelcan
                                          Title: Vice President




                                       CHASE MANHATTAN BANK USA,
                                         NATIONAL ASSOCIATION,
                                         as Depositor


                                       By: /s/ Keith Schuck
                                          --------------------------------------
                                          Name:  Keith Schuck
                                          Title: Senior Vice President

<PAGE>

                                                                       EXHIBIT A

NUMBER                                                                    $
R-                                                            CUSIP NO. 61581BU6

         [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 2001-A

                         5.06% 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>

                                                                               2

certain distributions of Chase Manhattan Auto Owner Trust 2001-A
(the "Issuer") formed by Chase Manhattan Bank USA, National Association, a
national banking association (the "Depositor"). This Certificate has a
Certificate Rate of 5.06% per annum.

<PAGE>

                                                                               3

                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


WILMINGTON TRUST COMPANY,                   WILMINGTON TRUST COMPANY,
  not in its individual capacity but    or    not in its individual capacity but
  solely as Owner Trustee                     solely as Owner Trustee

By:                                         By:
   ---------------------------------           ---------------------------------
                                                     Authenticating Agent

<PAGE>


         Issuer was created pursuant to a Trust Agreement dated as of June 19,
2001 (the "Trust Agreement"), between the Depositor and Wilmington Trust
Company, 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 July 1, 2001, 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 "5.06% Asset Backed Certificates" (herein called the
"Certificates"). Issued under the Indenture dated as of July 1, 2001, between
the Issuer and Wells Fargo Bank Minnesota, National Association, as trustee (the
"Indenture"), are four classes of Notes designated as "Class A-1 3.66% Asset
Backed Notes" (the "Class A-1 Notes"), "Class A-2 3.99% Asset Backed Notes" (the
"Class A-2 Notes"), "Class A-3 4.55% Asset Backed Notes" (the "Class A-3 Notes")
and "Class A-4 5.07% 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 Depositor and Certificateholders that, for
United States federal income tax purposes, the Issuer will be treated as a
partnership and the Depositor 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.

<PAGE>

                                                                               5

         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 2001-A

                                       By:  WILMINGTON TRUST COMPANY,
                                              not in its individual capacity,
                                              but solely as Owner Trustee

Dated:                                 By:
                                          -----------------------------------

<PAGE>

                                                                               6

                                   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:
                                                                             1
                                        -------------------------------------
                                                 Signature Guaranteed:

                                                                             1
                                        -------------------------------------


--------------
(1)   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.

<PAGE>

                                                                       EXHIBIT B

                              CERTIFICATE OF TRUST


















<PAGE>

                                                                       EXHIBIT C

                        CERTIFICATE DEPOSITORY AGREEMENT