Exhibit 4.9



                     CHASE CREDIT CARD OWNER TRUST 2001-5



                   Class A Floating Rate Asset Backed Notes
                   Class B Floating Rate Asset Backed Notes
                   Class C Floating Rate Asset Backed Notes






                                   INDENTURE


                         Dated as of October 25, 2001





                             THE BANK OF NEW YORK

       as Indenture Trustee, Securities Intermediary and Transfer Agent


<PAGE>

                               TABLE OF CONTENTS

                                                                      Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions................................................2
SECTION 1.2. Incorporation by Reference of Trust Indenture Act.........19
SECTION 1.3. Usage of Terms............................................19

ARTICLE II THE NOTES

SECTION 2.1. Form......................................................20
SECTION 2.2. Execution, Authentication and Delivery....................21
SECTION 2.3. Temporary Notes...........................................21
SECTION 2.4. Registration of Transfer and Exchange.....................21
SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes................27
SECTION 2.6. Persons Deemed Owner......................................28
SECTION 2.7. Payment of Principal and Interest.........................29
SECTION 2.8. Cancellation..............................................32
SECTION 2.9. Release of Collateral.....................................32
SECTION 2.10. Book-Entry Notes.........................................33
SECTION 2.11. Notices to Clearing Agency...............................34
SECTION 2.12. Definitive Notes.........................................34
SECTION 2.13. Authenticating Agent.....................................35
SECTION 2.14. Appointment of Paying Agent..............................36
SECTION 2.15. CUSIP Numbers............................................37
SECTION 2.16. Determination of LIBOR...................................38
SECTION 2.17. Regulation S Global Class C Notes........................38
SECTION 2.18. Special Transfer Provisions..............................40

ARTICLE III COVENANTS

SECTION 3.1. Payment of Principal and Interest.........................43

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SECTION 3.2. Maintenance of Office or Agency...........................43
SECTION 3.3. Money for Payments To Be Held in Trust....................43
SECTION 3.4. Existence.................................................44
SECTION 3.5. Protection of Owner Trust Estate..........................45
SECTION 3.6. Opinions as to Owner Trust Estate.........................45
SECTION 3.7. Performance of Obligations; Servicing
               of Series Certificate...................................46
SECTION 3.8. Negative Covenants........................................47
SECTION 3.9. Annual Statement as to Compliance.........................48
SECTION 3.10. The Issuer May Consolidate, Etc. Only on Certain Terms...48
SECTION 3.11. Successor or Transferee..................................50
SECTION 3.12. No Other Business........................................50
SECTION 3.13. No Borrowing.............................................50
SECTION 3.14. Administrator's Obligations..............................50
SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities........50
SECTION 3.16. Capital Expenditures.....................................51
SECTION 3.17. Restricted Payments......................................51
SECTION 3.18. Notice of Events of Default..............................51
SECTION 3.19. Further Instruments and Acts.............................51
SECTION 3.20. Removal of Administrator.................................51
SECTION 3.21. Representations and Warranties of the Issuer
               with Respect to the Series Certificate..................51

ARTICLE IV SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture...................52
SECTION 4.2. Application of Trust Money................................53
SECTION 4.3. Repayment of Moneys Held by Paying Agent..................54
SECTION 4.4. No Revocation or Termination of Issuer
              Without Noteholder Approval..............................54


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ARTICLE V REMEDIES

SECTION 5.1. Events of Default.........................................54
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment........55
SECTION 5.3. Collection of Indebtedness and Suits for
              Enforcement by the Indenture Trustee.....................55
SECTION 5.4. Remedies; Priorities......................................57
SECTION 5.5. Optional Preservation of the Owner Trust Estate...........59
SECTION 5.6. Limitation of Suits.......................................60
SECTION 5.7. Unconditional Rights of Noteholders To Receive
              Principal and Interest...................................60
SECTION 5.8. Restoration of Rights and Remedies........................61
SECTION 5.9. Rights and Remedies Cumulative............................61
SECTION 5.10. Delay or Omission Not a Waiver...........................61
SECTION 5.11. Control by Noteholders...................................61
SECTION 5.12. Waiver of Past Defaults..................................62
SECTION 5.13. Undertaking for Costs....................................62
SECTION 5.14. Waiver of Stay or Extension Laws.........................63
SECTION 5.15. Action on Notes..........................................63
SECTION 5.16. Performance and Enforcement of Certain Obligations.......63

ARTICLE VI THE INDENTURE TRUSTEE

SECTION 6.1. Duties of the Indenture Trustee...........................64
SECTION 6.2. Rights of the Indenture Trustee...........................66
SECTION 6.3. Individual Rights of the Indenture Trustee................68
SECTION 6.4. The Indenture Trustee's Disclaimer........................68
SECTION 6.5. Notice of Defaults........................................68
SECTION 6.6. Reports by the Indenture Trustee to Holders...............68
SECTION 6.7. Compensation and Indemnity................................68
SECTION 6.8. Replacement of the Indenture Trustee......................69

                                      iii

<PAGE>

SECTION 6.9. Successor Indenture Trustee by Merger.....................70
SECTION 6.10. Appointment of Co-Indenture Trustee or
               Separate Indenture Trustee..............................71
SECTION 6.11. Eligibility; Disqualification............................72
SECTION 6.12. Preferential Collection of Claims Against the Issuer.....72

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1. The Issuer To Furnish the Indenture Trustee
              Names and Addresses of the Noteholders...................73
SECTION 7.2. Preservation of Information; Communications
              to the Noteholders.......................................73
SECTION 7.3. Reports by the Administrator..............................73
SECTION 7.4. Reports by the Issuer.....................................74
SECTION 7.5. Reports by the Indenture Trustee..........................75

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1. Collection of Money.......................................75
SECTION 8.2. Owner Trust Accounts......................................75
SECTION 8.3. Owner Trust Spread Account Amount Increase................77
SECTION 8.4. General Provisions Regarding Owner Trust Spread Account...77
SECTION 8.5. Release of Owner Trust Estate.............................78
SECTION 8.6. Opinion of Counsel........................................79
SECTION 8.7. Treatment as Financial Assets.............................79
SECTION 8.8. Powers Coupled With an Interest...........................79

ARTICLE IX SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Noteholders....79
SECTION 9.2. Supplemental Indentures with Consent of the Noteholders...81
SECTION 9.3. Effect of Supplemental Indenture..........................83

                                       iv

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SECTION 9.4. Conformity with Trust Indenture Act.......................83
SECTION 9.5. Reference in Notes to Supplemental Indentures.............83
SECTION 9.6. Execution of Supplemental Indentures......................83

ARTICLE X REDEMPTION OF NOTES

SECTION 10.1. Redemption...............................................84
SECTION 10.2. Form of Redemption Notice................................84
SECTION 10.3. Notes Payable on Redemption Date.........................85

ARTICLE XI MISCELLANEOUS

SECTION 11.1. Compliance Certificates and Opinions, etc................85
SECTION 11.2. Form of Documents Delivered to the Indenture Trustee.....87
SECTION 11.3. Actions of Noteholders...................................88
SECTION 11.4. Notices, etc., to the Indenture Trustee, the
               Issuer and Note Rating Agencies.........................88
SECTION 11.5. Notices to Noteholders; Waiver...........................89
SECTION 11.6. Alternate Payment and Notice Provisions..................90
SECTION 11.7. Conflict with Trust Indenture Act........................90
SECTION 11.8. Effect of Headings and Table of Contents.................90
SECTION 11.9. Successors and Assigns...................................90
SECTION 11.10. Separability............................................90
SECTION 11.11. Benefits of Indenture...................................90
SECTION 11.12. Legal Holidays..........................................91
SECTION 11.13. GOVERNING LAW...........................................91
SECTION 11.14. Counterparts............................................91
SECTION 11.15. Recording of Indenture..................................91
SECTION 11.16. Trust Obligation........................................91
SECTION 11.17. No Petition.............................................92
SECTION 11.18. Inspection..............................................92
SECTION 11.19. Tax Treatment...........................................92

                                      v
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Exhibit A         -    Form of Class A Note
Exhibit B         -    Form of Class B Note
Exhibit C-1       -    Form of Rule 144A Global Class C Note
Exhibit C-2       -    Form of Temporary Regulation S Class C Note
Exhibit C-3       -    Form of Permanent Regulation S Class C Global Note
Exhibit D         -    Form of Note Depository Agreement
Exhibit E-1       -    Form of Regulation S Certificate
Exhibit E-2       -    Form of Non-U.S. Person Certificate

                                     vi

<PAGE>


                           CROSS REFERENCE TABLE1/

TIA Section                                         Indenture
                                                    Section

310      (a)(1)                                      6.11
         (a)(2)                                      6.11
         (a)(3)                                      6.10
         (a)(4)                                      N.A.2/
         (a)(5)                                      6.11
         (b)                                         6.8; 6.11
         (c)                                         N.A.
311      (a)                                         6.12
         (b)                                         6.12
         (c)                                         N.A.
312      (a)                                         7.1; 7.2
         (b)                                         7.2
         (c)                                         7.2
313      (a)                                         7.4
         (b)(1)                                      7.4
         (b)(2)                                      7.4
         (c)                                         7.4
         (d)                                         7.3
314      (a)                                         7.3
         (b)                                         3.6
         (c)(1)                                      11.1
         (c)(2)                                      11.1
                                                     11.1
                                                     11.1
         (f)                                         N.A.
315      (a)                                         6.1
         (b)                                         6.5; 11.5
         (c)                                         6.1

---------
    1/  Note:  This Cross Reference Table shall not, for any purpose, be deemed
        to be part of this Indenture.

    2/  N.A. means Not Applicable.
                                     vii
<PAGE>

TIA Section                                         Indenture
                                                    Section

         (d)                                         6.1
         (e)                                         5.13
316      (a) (last sentence)                         1.1
         (a)(1)(A)                                   5.11
         (a)(1)(B)                                   5.12
         (a)(2)                                      N.A.
         (b)                                         5.7
         (c)                                         N.A.
317      (a)(1)                                      5.3
         (a)(2)                                      5.3
         (b)                                         3.3
318      (a)                                         11.7

                                      viii
<PAGE>


     INDENTURE dated as of October 25, 2001, between WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Owner Trustee for the Chase
Credit Card Owner Trust 2001-5, a Delaware common law trust (the "Issuer"),
and THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee
(the "Indenture Trustee"), securities intermediary and transfer agent and not
in its individual capacity.

     Each party agrees as follows for the benefit of the other party and for
the benefit of the Holders of the Issuer's Class A Floating Rate Asset Backed
Notes (the "Class A Notes"), Class B Floating Rate Asset Backed Notes (the
"Class B Notes") and Class C Floating Rate Asset Backed Notes (the "Class C
Notes", together with the Class A Notes and the Class B Notes, the "Notes"):


                                GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Holders of the Notes, all right,
title and interest of the Issuer in, to and under the following property
whether now owned or hereafter acquired, now existing or hereafter created and
wherever located: all accounts, money, chattel paper, investment property,
instruments, documents, deposit accounts, certificates of deposit, letters of
credit, advices of credit, general intangibles and goods consisting of,
arising from or relating to (a) the Series Certificate, (b) all money,
instruments, investment property and other property (together with all
earnings, dividends, distributions, income, issues, and profits relating to),
distributed or distributable in respect of the Series Certificate pursuant to
the terms of the Series Supplement, the Pooling and Servicing Agreement or the
Deposit and Administration Agreement; (c) all money, investment property,
instruments and other property on deposit from time to time in, credited to or
related to the Note Distribution Account and the Owner Trust Spread Account,
and in all interest, dividends, earnings, income and other distributions from
time to time received, receivable or otherwise distributed to or in respect
thereto (including any accrued discount realized on liquidation of any
investment purchased at a discount); provided that the Grant in respect of the
Owner Trust Spread Account is for the exclusive benefit of the Class C
Noteholders; (d) all rights, remedies, powers, privileges and claims of the
Issuer under or with respect to the Series Certificate and the Deposit and
Administration Agreement (whether arising pursuant to the terms of the Deposit
and Administration Agreement or otherwise available to the Issuer at law or in
equity), including, without limitation, the rights of the Issuer to enforce
the Pooling and Servicing Agreement, the Series Supplement and the Deposit and
Administration Agreement, and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under or with
respect to the Pooling and Servicing Agreement, the Series Supplement or the
Deposit and Administration Agreement to the same extent as the Issuer could
but for the assignment and security interest granted to the Indenture Trustee
for the benefit of the Noteholders; (e) all

                                      1
<PAGE>

other property of the Issuer; and (f) all present and future claims, demands,
causes and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds, products,
rents, receipts or profits of the conversion, voluntary or involuntary, into
cash or other property, all cash and non-cash proceeds, and other property
consisting of, arising from or relating to all or any part of any of the
foregoing or any proceeds thereof (collectively, the "Collateral").

     The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction except as set
forth herein, and to secure compliance with the provisions of this Indenture,
all as provided in this Indenture.

     The Indenture Trustee, as trustee on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties
required in this Indenture to the end that the interests of the Holders of the
Notes and (only to the extent expressly provided herein) the Certificateholder
may be adequately and effectively protected.

     On the date of issuance of the Series Certificate, the Issuer shall cause
the Series Certificate with an undated bond power covering such Series
Certificate, duly executed by the Issuer, and endorsed in blank, to be
delivered to the Indenture Trustee, and the Indenture Trustee shall maintain
possession of the Series Certificate for the benefit of the Holders of the
Notes, subject to the terms of this Indenture.


                                  ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1. Definitions. The following terms which are defined in the
Uniform Commercial Code in the State of New York shall have the meanings set
forth therein: "certificated security," "control," "financial asset,"
"entitlement order," "investment property," "securities account," "securities
intermediary," and "security entitlement." Whenever used in this Indenture,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:

     "Act" has the meaning specified in Section 11.3(a).


                                      2
<PAGE>

     "Administrator" means Chase Manhattan Bank USA, National Association, as
administrator pursuant to the Deposit and Administration Agreement, and its
successors and assigns.

     "Affiliate" means, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. A Person shall not be
deemed to be an Affiliate of any specified Person solely because such other
Person has the contractual right or obligation to manage such specified Person
unless such other Person controls such specified Person through equity
ownership or otherwise.

     "Authenticating Agent" has the meaning specified in Section 2.13 and
shall initially be the corporate trust office of Chase, and its successors and
assigns in such capacity.

     "Authorized Officer" means any officer of the Owner Trustee, the
Administrator or the Servicer, who is authorized to act on behalf of the Owner
Trustee, the Administrator or Issuer, or the Servicer, respectively, and who
is identified as such on the list of authorized officers delivered by each
such party on the Closing Date as such list may be modified by notice to the
other parties.

     "Available Amount" means, with respect to each Transfer Date, an amount
equal to the amount to be paid in respect of the Series Certificate pursuant
to Section 4.9 of the Pooling and Servicing Agreement on such date.

     "Basic Documents" means this Indenture, the Deposit and Administration
Agreement, the Trust Agreement, the Pooling and Servicing Agreement and the
Series Supplement and other documents and certificates delivered in connection
therewith.

     "Book-Entry Notes" means beneficial interests in the Notes, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
or Foreign Clearing Agency as described in Section 2.10.

     "Business Day" means a day, other than a Saturday or a Sunday, on which
the Indenture Trustee and banks located in New York, New York, and Wilmington,
Delaware are open for the purpose of conducting a commercial banking business.


                                      3
<PAGE>

     "Certificate" means the certificate evidencing the beneficial interest in
Chase Credit Card Owner Trust 2001-5, substantially in the form attached to
the Trust Agreement as Exhibit A.

     "Certificateholder" means Chase USA.

     "Certificate Reassignment Date" has the meaning specified in the Series
Supplement.

     "Chase" means The Chase Manhattan Bank, a New York banking corporation.

     "Chase USA" means Chase Manhattan Bank USA, National Association.

     "Class A Monthly Note Interest" means, with respect to any Payment Date,
an amount equal to the product of (a) the Class A Note Interest Rate for the
related Note Interest Period, (b) a fraction, the numerator of which is the
actual number of days in such Note Interest Period and the denominator of
which is 360 and (c) the Class A Note Principal Balance on the related Record
Date; provided, however, that with respect to the December 2001 Payment Date,
Class A Monthly Note Interest will be an amount equal to the sum of (i) the
product of (a) the Class A Note Interest Rate determined on October 23, 2001,
(b) a fraction the numerator of which is 21 and the denominator of which is
360 and (c) the Class A Notes Initial Principal Balance and (ii) the product
of (a) the Class A Note Interest Rate determined on November 13, 2001, (b) a
fraction the numerator of which is 32 and the denominator of which is 360 and
(c) the Class A Note Initial Principal Balance.

     "Class A Noteholder" means a Holder of a Class A Note.

     "Class A Noteholders' Principal Distributable Amount" means, with respect
to any Payment Date on and after the earlier to occur of (a) the Class A
Scheduled Payment Date and (b) any Note Principal Due Date, the Class A Note
Principal Balance on such Payment Date.

     "Class A Note Initial Principal Balance" means $1,260,000,000.

     "Class A Note Interest Rate" means, from the Closing Date through
December 16, 2001, and, with respect to each Note Interest Period, a per annum
rate equal to 0.10% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.

     "Class A Note Interest Requirement" means, with respect to any Payment
Date, the sum of (a) the Class A Monthly Note Interest for such Payment Date
and (b) the amount of any unpaid Class A Note Interest Shortfall.


                                      4
<PAGE>

     "Class A Note Interest Shortfall" means, with respect to any Payment
Date, the sum of (a) the excess, if any, of (i) the Class A Note Interest
Requirement for the preceding Payment Date, over (ii) the amount in respect of
interest that was actually paid pursuant to subsection 2.4(d) with respect to
interest on the Class A Notes for such preceding Payment Date, plus (b)
interest on the amount of interest due but not paid to the Class A Noteholders
on the preceding Payment Date, to the extent permitted by law, at the Class A
Note Interest Rate from and including such preceding Payment Date to but
excluding the current Payment Date.

     "Class A Note Principal Balance" means, with respect to any date, an
amount equal to the excess of (a) the Class A Note Initial Principal Balance
over (b) the aggregate amount of any principal payments made to the Class A
Noteholders pursuant to subsection 2.7(d) prior to such date.

     "Class A Notes" means each of the $1,260,000,000 Class A Floating Rate
Asset Backed Notes, Series 2001-5.

     "Class A Scheduled Payment Date" means the October 2004 Payment Date.

     "Class B Monthly Note Interest" means, with respect to any Payment Date,
an amount equal to the product of (a) the Class B Note Interest Rate for the
related Note Interest Period, (b) a fraction, the numerator of which is the
actual number of days in such Note Interest Period and the denominator of
which is 360 and (c) the Class B Note Principal Balance on the related Record
Date; provided, however, that with respect to the December 2001 Payment Date,
Class B Monthly Note Interest will be an amount equal to the sum of (i) the
product of (a) the Class B Note Interest Rate determined on October 23, 2001,
(b) a fraction the numerator of which is 21 and the denominator of which is
360 and (c) the Class B Notes Initial Principal Balance and (ii) the product
of (a) the Class B Note Interest Rate determined on November 13, 2001, (b) a
fraction the numerator of which is 32 and the denominator of which is 360 and
(c) the Class B Note Initial Principal Balance.

     "Class B Noteholder" means a Holder of a Class B Note.

     "Class B Noteholders' Principal Distributable Amount" means, with respect
to any Payment Date on and after the earlier to occur of (a) the Class B
Scheduled Payment Date and (b) any Note Principal Due Date, the Class B Note
Principal Balance on such Payment Date.

     "Class B Note Initial Principal Balance" means $105,000,000.


                                      5
<PAGE>

     "Class B Note Interest Rate" means, from the Closing Date through
December 16, 2001, and, with respect to each Note Interest Period, a per annum
rate equal to 0.45% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.

     "Class B Note Interest Requirement" means, with respect to any Payment
Date, the sum of (a) the Class B Monthly Note Interest for such Payment Date
and (b) the amount of any unpaid Class B Note Interest Shortfall.

     "Class B Note Interest Shortfall" means, with respect to any Payment
Date, the sum of (a) the excess, if any, of (i) the Class B Note Interest
Requirement for the preceding Payment Date, over (ii) the amount in respect of
interest that was actually paid pursuant to subsection 2.7(e) with respect to
interest on the Class B Notes for such preceding Payment Date, plus (b)
interest on the amount of interest due but not paid to the Class B Noteholders
on the preceding Payment Date, to the extent permitted by law, at the Class B
Note Interest Rate from and including such preceding Payment Date to but
excluding the current Payment Date.

     "Class B Note Principal Balance" means, with respect to any date, an
amount equal to the excess of (a) the Class B Note Initial Principal Balance
over (b) the aggregate amount of any principal payments made to the Class B
Noteholders pursuant to subsection 2.7(e) prior to such date.

     "Class B Notes" means each of the $105,000,000 Class B Floating Rate
Asset Backed Notes, Series 2001-5.

     "Class B Scheduled Payment Date" means the November 2004 Payment Date.

     "Class C Monthly Note Interest" means, with respect to any Payment Date,
an amount equal to the product of (a) the Class C Note Interest Rate for the
related Note Interest Period, (b) a fraction, the numerator of which is the
actual number of days in such Note Interest Period and the denominator of
which is 360 and (c) the Class C Note Principal Balance on the related Record
Date; provided, however, that with respect to the December 2001 Payment Date,
Class C Monthly Note Interest will be an amount equal to the sum of (i) the
product of (a) the Class C Note Interest Rate determined on October 23, 2001,
(b) a fraction the numerator of which is 21 and the denominator of which is
360 and (c) the Class C Notes Initial Principal Balance and (ii) the product
of (a) the Class C Note Interest Rate determined on November 13, 2001, (b) a
fraction the numerator of which is 32 and the denominator of which is 360 and
(c) the Class C Note Initial Principal Balance.

     "Class C Noteholder" means a Holder of a Class C Note.


                                      6
<PAGE>

     "Class C Noteholders' Principal Distributable Amount" means, with respect
to any Payment Date on and after the earlier to occur of (a) the Class C
Scheduled Payment Date, and (b) any Note Principal Due Date, the Class C Note
Principal Balance on such Payment Date.

     "Class C Note Initial Principal Balance" means $135,000,000.

     "Class C Note Interest Rate" means, from the Closing Date through
December 16, 2001, and, with respect to each Note Interest Period, a per annum
rate equal to 1.00% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.

     "Class C Note Interest Requirement" means, with respect to any Payment
Date, the sum of (a) the Class C Monthly Note Interest for such Payment Date
and (b) the amount of any unpaid Class C Note Interest Shortfall.

     "Class C Note Interest Shortfall" means, with respect to any Payment
Date, the sum of (a) the excess, if any, of (i) the Class C Note Interest
Requirement for the preceding Payment Date, over (ii) the amount in respect of
interest that was actually paid pursuant to subsection 2.7(f) with respect to
interest on the Class C Notes for such preceding Payment Date, plus (b)
interest on the amount of interest due but not paid to the Class C Noteholders
on the preceding Payment Date, to the extent permitted by law, at the Class C
Note Interest Rate from and including such preceding Payment Date to but
excluding the current Payment Date.

     "Class C Note Principal Balance" means, with respect to any date, an
amount equal to the excess of (a) the Class C Note Initial Principal Balance
over (b) the aggregate amount of any principal payments made to the Class C
Noteholders pursuant to subsection 2.7(f) prior to such date.

     "Class C Notes" means each of the $135,000,000 Class C Floating Rate
Asset Backed Notes, Series 2001-5.

     "Class C Private Placement Memorandum" means the Private Placement
Memorandum for the Class C Notes dated October 18, 2001.

     "Class C Scheduled Payment Date" means the November 2004 Payment Date.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act; the initial Clearing Agency shall
be The Depository Trust Company.


                                      7
<PAGE>

     "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other person for whom from time to time a Clearing
Agency effects book-entry transfers of securities deposited with the Clearing
Agency (including a Foreign Clearing Agency).

     "Clearstream" means Clearstream Banking, societe anonyme, and its
successors.

     "Closing Date" means October 25, 2001.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral" has the meaning assigned to such term in the Granting Clause
hereof.

     "Commission" means the Securities and Exchange Commission.

     "Corporate Trust Office" means the principal corporate trust office of
the Indenture Trustee, which as of the date hereof, is located at 5 Penn
Plaza, 16th Floor, New York, New York 10001, Attn: Corporate Trust
Administration or the corporate trust office of the Owner Trustee, as
applicable.

     "Default" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

     "Definitive Notes" means Notes issued in certificated, fully registered
form as provided in Section 2.12.

     "Deposit and Administration Agreement" means the deposit and
administration agreement dated as of October 25, 2001 between the Depositor
and Administrator and Wilmington Trust Company, not in its individual capacity
but solely as Owner Trustee for the Chase Credit Card Owner Trust 2001-5.

     "Depositor" means Chase USA in its capacity as Depositor under the Trust
Agreement.

     "Distribution Compliance Period" has the meaning specified in Rule 902 of
Regulation S.

     "Distribution Date" has the meaning specified in the Series Supplement.


                                      8
<PAGE>

     "DTC" means The Depository Trust Company.

     "DWAC" means Deposit and Withdrawal At Custodian Service.

     "Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), and acting as a trustee
for funds deposited in such accounts, so long as any of the senior unsecured
debt obligations of such depository institution shall have a credit rating
from each Note Rating Agency in one of its generic credit rating categories
which signifies investment grade.

     "Eligible Institution" means (a) the Administrator or (b) a depository
institution (which may be the Owner Trust Trustee, the Indenture Trustee or
the Master Trust Trustee or an Affiliate) organized under the laws of the
United States or any one of the states thereof which at all times (i) has a
certificate of deposit rating of "P-1" by Moody's, (ii) has either (x) a
long-term unsecured debt rating of "AAA" by Standard & Poor's or (y) a
certificate of deposit rating of "A-1+" by Standard & Poor's and (iii) is a
member of the FDIC.

     "Euroclear Operator" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System.

     "Event of Default" means an event specified in Section 5.1.

     "Excess Spread Percentage" shall mean, with respect to any Monthly
Period, the amount, if any, by which (i) the Portfolio Yield exceeds (ii) the
Base Rate.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Executive Officer" means, with respect to any corporation or bank, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation or bank, and with respect to any partnership,
any general partner thereof.

     "FDIC" means the Federal Deposit Insurance Corporation or any successor
thereto.

     "Fitch" means Fitch, Inc. and its successors and assigns.

     "Foreign Clearing Agency" means, collectively, Clearstream and the
Euroclear Operator.


                                      9
<PAGE>

     "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and
confirm pursuant to this Indenture. A Grant of the Trust Estate or of any
other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the Granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments and all other moneys payable thereunder,
to give and receive notices and other communications, to make waivers or other
agreements, to exercise all rights and options, to bring Proceedings in the
name of the Granting party or otherwise and generally to do and receive
anything that the Granting party is or may be entitled to do or receive
thereunder or with respect thereto.

     "Holder" or "Holders" means, unless the context otherwise requires, both
the Certificateholder and Noteholders.

     "Indenture Trustee" means The Bank of New York, in its capacity as
indenture trustee pursuant to this Indenture.

     "Independent" means, when used with respect to any specified Person, that
the person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Depositor and any Affiliate of any of the foregoing persons,
(b) does not have any direct financial interest or any material indirect
financial interest in the Issuer, any such other obligor, the Depositor or any
Affiliate of any of the foregoing Persons and (c) is not connected with the
Issuer, any such other obligor, the Depositor or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.

     "Independent Certificate" means a certificate or opinion to be delivered
to the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, made by an
Independent engineer, appraiser or other expert appointed by the Issuer and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

     "Initial Purchaser" means J.P. Morgan Securities Inc.

     "Insolvency Event" means, for a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an
involuntary case under any applicable Federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver


                                      10
<PAGE>

(including any receiver appointed under the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended), liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or ordering the winding-up or
liquidation of such Person's affairs, and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or (b) the
commencement by such Person of a voluntary case under any applicable Federal
or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by such Person to the entry of an order for relief in
an involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or the making of such Person of any
general assignment for the benefit of creditors, or the failure by such Person
generally to pay its debts as such debts become due, or the taking of action
by such Person in furtherance of any of the foregoing.

     "Investment Earnings" means, with respect to any Payment Date, the
investment earnings (net of losses and investment expenses) on amounts on
deposit in the Owner Trust Spread Account.

     "Issuer" means Chase Credit Card Owner Trust 2001-5, a Delaware common
law trust created under the Trust Agreement acting by and through Wilmington
Trust Company, not in its individual capacity but solely as Owner Trustee.

     "Issuer Order" and "Issuer Request" means a written order or request
signed in the name of the Issuer by any of its Authorized Officers and
delivered to the Indenture Trustee and the Paying Agent.

     "LIBOR" means, for any Note Interest Period, the London interbank offered
rate for United States dollar deposits determined by the Indenture Trustee for
each Note Interest Period in accordance with the provisions of Section 2.16.

     "LIBOR Determination Date" shall mean (a) October 23, 2001 for the period
from the Closing Date through November 14, 2001, (b) November 13, 2001 for the
period from November 15, 2001 through December 16, 2001 and (c) the second
London Business Day prior to the commencement of the second and each
subsequent Note Interest Period.

     "Lien" means a security interest, lien, charge, pledge or encumbrance of
any kind other than tax liens, mechanics' liens or any other liens that attach
by operation of law.

     "London Business Day" means any Business Day on which dealings in
deposits in United States dollars are transacted in the London interbank
market.


                                      11
<PAGE>

     "Master Trust" means the Chase Credit Card Master Trust created pursuant
to the Pooling and Servicing Agreement.

     "Master Trust Servicer Default" means a Servicer Default as defined in
the Pooling and Servicing Agreement.

     "Master Trust Termination Date" means the Series 2001-5 Termination Date,
as defined in the Series Supplement.

     "Master Trust Trustee" means The Bank of New York, as trustee under the
Pooling and Servicing Agreement and each successor to The Bank of New York in
the same capacity.

     "Monthly Period" has the meaning specified in the Series Supplement.

     "Moody's" means Moody's Investors Service, Inc., and its successors and
assigns.

     "Net Class C Note Interest Requirement" means, with respect to any
Payment Date, an amount equal to the Class C Note Interest Requirement minus
the amount of investment earnings on amounts on deposit in the Owner Trust
Spread Account pursuant to Section 8.2 which are available on such Transfer
Date to be applied pursuant to subsection 2.7(b).

     "Non-U.S. Certificate" means the certificate substantially in the form as
set forth in Exhibit F hereto.

     "Note" means a Class A Note, a Class B Note, or a Class C Note.

     "Note Depository Agreement" means the Note Depository Agreement
substantially in the form of Exhibit D attached hereto.

     "Note Distribution Account" means the account designated as such,
established and maintained pursuant to Section 8.2.

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

     "Note Initial Principal Balance" means $1,500,000,000.

     "Note Interest Period" means, with respect to any Payment Date, the
period


                                      12
<PAGE>

from the previous Payment Date through the day preceding such Payment Date,
except that the initial Note Interest Period will be the period from the
Closing Date through the day preceding the initial Payment Date.

     "Note Interest Rate" means each of the Class A Note Interest Rate, Class
B Note Interest Rate and Class C Note Interest Rate.

     "Note Interest Shortfall" means, with respect to any Payment Date, the
amount of any of the Class A Note Interest Shortfall, the Class B Note
Interest Shortfall or the Class C Note Interest Shortfall.

     "Note Maturity Date" means the February 2007 Payment Date.

     "Note Owner" means, with respect to a Book-Entry Note, the person who is
the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency or Foreign Clearing Agency, or on the books of a direct or indirect
Clearing Agency Participant.

     "Note Principal Due Date" means any of (a) the Master Trust Termination
Date, (b) the date on which the Investor Interest is paid in full, (c) the
Note Maturity Date, (d) the Certificate Reassignment Date and (e) the Payment
Date in the month following the Monthly Period in which a Trust Pay Out Event
pursuant to Section 9.1(c) of the Pooling and Servicing Agreement occurs or a
Series 2001-5 Pay Out Event pursuant to Section 9(g) of the Series Supplement
occurs.

     "Note Rate" means any of the Class A Note Interest Rate, Class B Note
Interest Rate and Class C Note Interest Rate.

     "Note Rating Agency" means any nationally recognized rating organization
selected by Chase USA to rate the Notes.

     "Note Register" and "Note Registrar" means the register maintained and
the registrar appointed pursuant to Section 2.4.

     "Note Registrar" shall have the meaning specified in the definition of
"Note Register".

     "Officer's Certificate" means a certificate signed by the chairman of the
board, the president, the treasurer, the controller, any executive or senior
vice president or any vice president of the Depositor, the Administrator (on
behalf of itself or the Issuer), or the Servicer, as appropriate, meeting the
requirements of Section 11.1.


                                      13
<PAGE>

     "Opinion of Counsel" means a written opinion of counsel (who may be
counsel to the Depositor, the Administrator or the Servicer) reasonably
acceptable in form and substance to the Indenture Trustee, meeting the
requirements of Section 11.1 (or in the case of an Opinion of Counsel
delivered to the Owner Trustee, reasonably acceptable in form and substance to
the Owner Trustee).

     "Outstanding" means, when used with respect to Notes, as of any date of
determination, all Notes theretofore authenticated and delivered under this
Indenture except:

          (a) Notes theretofore canceled by the Note Registrar or delivered to
     the Note Registrar for cancellation;

          (b) Notes or portions thereof the payment for which money in the
     necessary amount has been theretofore deposited with the Indenture
     Trustee or any Paying Agent in trust for the Holders of such Notes
     (provided that if such Notes are to be redeemed, notice of such
     redemption has been duly given pursuant to this Indenture or provision
     therefor, satisfactory to the Indenture Trustee, has been made); and

          (c) Notes in exchange for or in lieu of other Notes which have been
     authenticated and delivered pursuant to this Indenture unless proof
     satisfactory to the Indenture Trustee is presented that any such Notes
     are held by a bona fide purchaser;

provided that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned
by the Issuer, any other obligor upon the Notes, the Depositor or any
Affiliate of any of the foregoing Persons shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Indenture Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that a Responsible Officer of
the Indenture Trustee either actually knows to be so owned or has received
written notice that such Note is so owned shall be so disregarded. Notes so
owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Indenture Trustee the
pledgee's right so to act with respect to such Notes and that the pledgee is
not the Issuer, any other obligor upon the Notes, the Depositor or any
Affiliate of any of the foregoing Persons.

     "Outstanding Amount" means, when used with respect to Notes, as of any
date of determination, the aggregate principal amount of all Notes, or a class
of Notes, as applicable, Outstanding as of such date of determination.

     "Owner Trust Accounts" has the meaning specified in Section 8.2.


                                      14
<PAGE>

     "Owner Trust Estate" means all right, title and interest of the Issuer in
and to the property and rights assigned to the Issuer pursuant to the Deposit
and Administration Agreement or the Trust Agreement, all funds on deposit from
time to time in the Owner Trust Accounts and all other property of the Issuer
from time to time, including any rights of the Owner Trustee and the Issuer
granted to the Indenture Trustee pursuant to Granting Clause of this
Indenture.

     "Owner Trustee" means Wilmington Trust Company, not in its individual
capacity but solely as owner trustee under the Trust Agreement, and any
successor Owner Trustee thereunder.

     "Owner Trust Spread Account" has the meaning specified in Section 8.2.

     "Pay Out Event" has the meaning specified in the Series Supplement.

     "Paying Agent" means the Indenture Trustee or any other Person that meets
the eligibility standards for the Indenture Trustee specified in Section 6.11
and is authorized by the Indenture Trustee to make the payments to and
distributions from the Note Distribution Account as provided in Section 2.14
hereof, including payment of principal of or interest on the Notes on behalf
of the Issuer.

     "Payment Date" means December 17, 2001 and the 15th day of each calendar
month thereafter, or if such fifteenth day is not a Business Day, the next
succeeding Business Day.

     "Permanent Regulation S Global Class C Note" means the Permanent
Regulation S Global Class C Note substantially in the form set forth in
Exhibit C-3 hereto.

     "Permitted Investments" means instruments, investment property or other
property consisting of:

     (a) obligations fully guaranteed by the United States of America;

     (b) demand deposits, time deposits or certificates of deposit of
depository institutions or trust companies which mature not later than 90 days
after the date of investment, the certificates of deposit of which have a
rating in the highest rating category from Moody's and Standard & Poor's;

     (c) commercial paper, other than commercial paper issued by Chase USA or
any of its Affiliates, having, at the time of the investment, a rating in the
highest rating category from Moody's and Standard & Poor's;


                                      15
<PAGE>

     (d) bankers' acceptances (other than banker's acceptances issued by Chase
USA or any of its Affiliates) issued by any depository institution or trust
company described in clause (b) above;

     (e) certain repurchase agreements transacted with either (i) an entity
subject to the United States federal bankruptcy code or (ii) a financial
institution insured by the FDIC or any broker-dealer with "retail customers"
that is under the jurisdiction of the Securities Investors Protection Corp.;
and

     (f) such other investments that by their terms convert to cash within a
finite time period, other than investments in Chase USA or any of its
Affiliates, where the short-term unsecured debt or deposits of the obligor on
such investments are rated "A-1+" by Standard and Poor's and P-1 by Moody's.

     "Person" means a legal person, including any individual, corporation,
limited liability company, estate, partnership, joint venture, association,
joint stock company, trust, unincorporated organization, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

     "Pooling and Servicing Agreement" means the Third Amended and Restated
Pooling and Servicing Agreement dated as of November 15, 1999, as amended by
the First Amendment thereto dated as of March 31, 2001, among the Transferor,
the Servicer and the Master Trust Trustee, as it may have been, or may from
time to time be, further amended, modified or supplemented.

     "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

     "Proceeding" means any suit in equity, action or law or other judicial or
administrative proceeding.

     "Quarterly Excess Spread Percentage" means, with respect to any Monthly
Period, the average of the current Excess Spread Percentage and the Excess
Spread Percentages associated with the two immediately preceding Monthly
Periods.

     "Rating Agency Condition" means, with respect to any action or event,
that each Note Rating Agency shall have notified the Depositor, the
Administrator, the Indenture Trustee and the Owner Trustee, in writing, that
such action or event will not result in


                                      16
<PAGE>

reduction or withdrawal of any then outstanding rating of any outstanding Note
with respect to which it is the Note Rating Agency.

     "Record Date" means, with respect to any Payment Date, the last Business
Day of the immediately preceding calendar month.

     "Redemption Date" means in the case of a redemption of the Notes pursuant
to Section 10.1, the Distribution Date specified by the Administrator pursuant
to such Section 10.1.

     "Redemption Price" means, with respect to the Notes of each Class, the
Note Principal Balance of the Notes of such Class then outstanding plus
accrued and unpaid interest thereon at the applicable Note Interest Rate for
such Class on the Payment Date on which the Transferor exercises its option to
repurchase the Series Certificate.

     "Reference Banks" means four major banks in the London interbank market
selected by the Issuer.

     "Regulation S Certificate" means the Regulation S Certificate
substantially in the form set forth in Exhibit E hereto.

     "Release Date" means the date of expiration of the Distribution
Compliance Period.

     "Required Owner Trust Spread Account Amount" means an amount determined
on the Closing Date and on or prior to each Transfer Date and, except as
described below, will be equal to $15,000,000 unless the Quarterly Excess
Spread Percentage (i) is less than or equal to 4.50% per annum but greater
than 4.25% per annum, in which case the Required Owner Trust Spread Account
Amount will be equal to an amount equal to 1.50% of the Note Initial Principal
Balance; (ii) is less than or equal to 4.25% but greater than or equal to
4.00% per annum, in which case the Required Owner Trust Spread Account Amount
will be equal to an amount equal to 2.00% of the Note Initial Principal
Balance, (iii) is less than or equal to 4.00% per annum but greater than 3.50%
per annum, in which case the Required Owner Trust Spread Account Amount will
be increased to an amount equal to 2.50% of the Note Initial Principal
Balance; (iii) is less than or equal to 3.50% per annum but greater than 3.00%
per annum, in which case the Required Owner Trust Spread Account Amount will
be equal to 3.00% of the Note Initial Principal Balance; (iv) is less than or
equal to 3.00% per annum but greater than 2.50% per annum, in which case the
Required Owner Trust Spread Account Amount will be equal to 3.50% of the Note
Initial Principal Balance; (v) is less than or equal to 2.50% per annum but
greater than or equal to 0% per annum, in which case the Required Owner Trust
Spread Account Amount will be equal to 4.00% of the Note Initial


                                      17
<PAGE>

Principal Balance; and (vi) is less than 0% per annum, in which case the
Required Owner Trust Spread Account Amount will be increased to an amount
equal to 9.00% of the Note Initial Principal Balance. Notwithstanding the
foregoing, in no event shall the Required Owner Trust Spread Account Amount
exceed the Class C Note Principal Balance.

     "Responsible Officer" means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee, including
any Vice President, Assistant Vice President, Assistant Treasurer, Assistant
Secretary, or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "Rule 144A Global Class C Note" means the Rule 144A Global Class C Note
substantially in the form as set forth in Exhibit C-1 hereto.

     "Securities Intermediary" has the meaning specified in Section 8.2.

     "Scheduled Payment Date" means each of the Class A Scheduled Payment
Date, the Class B Scheduled Payment Date and the Class C Scheduled Payment
Date.

     "Series Certificate" means the Series 2001-5 Certificate issued by the
Master Trust on the Closing Date.

     "Series Certificateholder" means Chase Credit Card Owner Trust 2001-5 as
the holder of the Series Certificate.

     "Series Supplement" means the Series 2001-5 Supplement to the Pooling and
Servicing Agreement.

     "Servicer" means Chase, in its capacity as the servicer of the
Receivables under the Pooling and Servicing Agreement, and each successor to
Chase (in the same capacity) pursuant to the Pooling and Servicing Agreement.

     "Standard & Poor's" means Standard & Poor's Ratings Services and its
successors and assigns.

     "Temporary Regulation S Global Class C Note" means the Temporary
Regulation S Global Class C Note substantially in the form as set forth in
Exhibit C-2 hereto.

     "Transfer Agent" means The Bank of New York, in its capacity as the
transfer


                                      18
<PAGE>

agent for the purpose of the original issuance through DTC.

     "Transfer Date" means the Business Day immediately proceeding each
Distribution Date.

     "Transferor" means (a) with respect to the period prior to June 1, 1996,
CMB (formerly known as Chemical Bank) and (b) with respect to the period
beginning on June 1, 1996, Chase USA.

     "Trust Agreement" means the Trust Agreement dated as of October 25, 2001,
between the Depositor and the Owner Trustee, as the same may be amended and
supplemented from time to time.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as
in force on the date hereof, unless otherwise specifically provided.

     SECTION 1.2. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms
used in this Indenture have the following meanings:

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

     "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

     SECTION 1.3. Usage of Terms. With respect to all terms in this Indenture,
the singular includes the plural and the plural the singular; words importing
any gender include the other gender; references to "writing" include printing,
typing, lithography, and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered


                                      19
<PAGE>

into in accordance with their respective terms and not prohibited by this
Indenture; references to Persons include their permitted successors and
assigns; and the term "including" means "including without limitation." All
references herein to Articles, Sections, Subsections and Exhibits are
references to Articles, Sections, Subsections and Exhibits contained in or
attached to this Indenture unless otherwise specified, and each such Exhibit
is part of the terms of this Indenture.


                                  ARTICLE II

                                  THE NOTES

     SECTION 2.1. Form. The Notes will be issued in registered form. The Class
A Notes, the Class B Notes and the Class C Notes, in each case together with
the Indenture Trustee's or Authenticating Agent's certificate of
authentication, shall be in substantially the forms set forth in Exhibits A,
B, C-1, C-2 and C-3, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined to be appropriate by the officers
executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Note. Each Note shall be
dated the date of its authentication. The Notes shall be issuable as
registered Notes in the minimum denomination of $1,000 and in integral
multiples thereof (except, if applicable, for one Note representing a residual
portion of each class which may be issued in a denomination other than an
integral multiple of $1,000).

     Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the date of authentication and delivery of such Notes or did
not hold such offices at such date. No Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Note a certificate of authentication substantially in the form
provided for herein executed by the Indenture Trustee or an Authenticating
Agent by the manual or facsimile signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and
delivered hereunder. The terms of the Notes set forth in Exhibits A, B, C-1,
C-2 and C-3 are part of the terms of this Indenture.


     The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as


                                      20
<PAGE>

determined by the officers executing such Notes, as evidenced by their
execution of such Notes.

     SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers or by any
other authorized signatory of the Issuer. The signature of any such Authorized
Officer on the Notes may be manual or facsimile.

     The Indenture Trustee shall, upon written order of the Depositor,
authenticate and deliver Class A Notes for original issue in an aggregate
principal amount of $1,260,000,000 Class B Notes for original issue in an
aggregate principal amount of $105,000,000, and Class C Notes for original
issue in the aggregate principal amount of $135,000,000. The respective
aggregate principal amount of Class A Notes, Class B Notes and Class C Notes
outstanding at any time may not exceed such amounts, except as provided in
Section 2.5.

     SECTION 2.3. Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and at the direction of the Issuer, the
Indenture Trustee shall authenticate and deliver, temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

     If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute and the Indenture Trustee shall upon receipt of a written order
from the Issuer authenticate and deliver in exchange therefor a like principal
amount of Definitive Notes of authorized denominations. Until so exchanged,
the temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as Definitive Notes.

     SECTION 2.4. Registration of Transfer and Exchange. (a) The Issuer shall
cause to be kept a register (the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Note Registrar shall provide
for the registration of the Notes and the registration of transfers of the
Notes. Chase shall initially be "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided. In the event
that, subsequent to the date of issuance of the Notes, Chase notifies the
Indenture Trustee that it is unable to act as Note Registrar, the Indenture
Trustee shall act, or the Indenture Trustee shall, with the consent of the
Issuer, appoint another bank or trust company, having an office or


                                      21
<PAGE>

agency located in the City of New York and which agrees to act in accordance
with the provisions of this Indenture applicable to it, to act, as successor
Note Registrar under this Indenture. For so long as any Note is issued as a
global Note, the Issuer may, or if and so long as any of the Notes are listed
on the Luxembourg Stock Exchange and such exchange shall so require, the
Issuer shall appoint a co-registrar in Luxembourg or another European city.

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

     If a Person other than the Indenture Trustee is appointed by the Issuer
as the Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture
Trustee shall have the right to inspect the Note Register at all reasonable
times and to obtain copies thereof, and the Indenture Trustee shall have the
right to conclusively rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the
Holders of the Notes and the principal amounts and number of such Notes.

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

     The Note Registrar shall maintain in the City of New York an office or
offices or agency or agencies where Notes may be surrendered for registration
of transfer or exchange. The Note Registrar initially designates its corporate
trust office located at 450 West 33rd Street, New York, New York 10001-2697 as
its office for such purposes. The Note Registrar shall give prompt written
notice to the Indenture Trustee, the Depositor, the Administrator and to the
Noteholders of any change in the location of such office or agency.

     Upon surrender for registration of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(a) of the Relevant UCC are met, the Issuer shall
execute, the Indenture Trustee shall upon receipt of a written order from the
Issuer authenticate and (if the Note Registrar is different than the Indenture
Trustee, then the Note Registrar shall) deliver to the Noteholder, in the name
of the designated transferee or transferees, one or more new Notes, in any
authorized denominations, of the same class and a like aggregate principal
amount.


                                      22
<PAGE>

     At the option of the Holder, the Notes may be exchanged for other Notes
in any authorized denominations, of the same class and a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the Relevant UCC are met, the Issuer shall
execute and the Indenture Trustee shall authenticate and (if the Note
Registrar is different than the Indenture Trustee, then the Note Registrar
shall) deliver to the Noteholder, the Notes which the Noteholder making the
exchange is entitled to receive.

     All Notes issued upon any registration of transfer or exchange of the
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.

     Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or the
city in which the Corporate Trust Office is located, or by a member firm of a
national securities exchange, and (ii) accompanied by such other documents as
the Indenture Trustee may require. Each Note surrendered for registration of
transfer or exchange shall be cancelled by the Note Registrar and disposed of
by the Indenture Trustee or Note Registrar in accordance with its customary
practice. The Note Registrar shall notify promptly the Transfer Agent of any
transfer or exchange of the Notes pursuant to this Section 2.4.

     No service charge shall be made to a Holder for any registration of
transfer or exchange of the Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other
than exchanges pursuant to Section 2.3 or 9.5 not involving any transfer.

     The preceding provisions of this section notwithstanding, the Issuer
shall not be required to make, and the Note Registrar need not register,
transfers or exchanges of the Notes selected for redemption or of any Note for
a period of 15 days preceding the due date for any payment in full with
respect to such Note.

     The Issuer hereby appoints the Indenture Trustee as the Transfer Agent.

     (b) The Class C Notes have not been registered under the Securities Act
or any state securities law. None of the Issuer, the Note Registrar or the
Indenture Trustee is obligated to register the Class C Notes under the
Securities Act or any other securities or


                                      23
<PAGE>

"Blue Sky" laws or to take any other action not otherwise required under this
Indenture to permit the transfer of any Class C Note without registration.

     (c) No transfer of any Class C Note or any interest therein (including,
without limitation, by pledge or hypothecation) shall be made except in
compliance with the restrictions on transfer set forth in this Section 2.4
(including the applicable legend to be set forth on the face of each Class C
Note as provided in Exhibits C-1, C-2 and C-3 hereto) and in Section 2.17 and
Section 2.18 in a transaction exempt from the registration requirements of the
Securities Act and applicable state securities or "Blue Sky" laws (i) to a
person (A) who the transferor reasonably believes is a "qualified
institutional buyer" within the meaning thereof in Rule 144A (a "QIB") in the
form of beneficial interests in the Rule 144A Global Class C Note, and (B)
that is aware that the resale or other transfer is being made in reliance on
Rule 144A or (ii) to a non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act,
in the form of beneficial interests in the applicable Regulation S Global
Class C Note.

     (d) Each Class C Note Owner, by its acceptance thereof, will be deemed to
have acknowledged, represented to and agreed with the Issuer and the Initial
Purchaser as follows:

          (i) It understands and acknowledges that the Class C Notes may be
     offered and may be resold only (A) in the United States to QIBs pursuant
     to Rule 144A in the form of beneficial interests in the Rule 144A Global
     Class C Note, or (B) outside the United States to non U.S. Persons
     pursuant to Regulation S, initially in the form of beneficial interests
     in the Temporary Regulation S Global Class C Note. As set forth in
     Section 2.17, beneficial interests in the Temporary Regulation S Global
     Class C Note may be exchanged for beneficial interests in the Permanent
     Regulation S Global Class C Note.

          (ii) It understands that the Class C Notes have not been and will
     not be registered under the Securities Act or any state or other
     applicable securities law and that the Class C Notes, or any interest or
     participation therein, may not be offered, sold, pledged or otherwise
     transferred unless registered pursuant to, or exempt from registration
     under, the Securities Act and any other applicable securities law.

          (iii) It acknowledges that none of the Issuer, the Initial Purchaser
     or any person representing the Issuer or the Initial Purchaser has made
     any representation with respect to the Issuer or the offering or sale of
     any Class C Notes, other than the information contained in the Class C
     Private Placement Memorandum, which has been delivered to it and upon
     which it is relying in making its investment decision with respect to the
     Class C Notes. It has had access to such financial and other information


                                      24
<PAGE>

     concerning the Issuer, the Transferor and the Class C Notes as it has
     deemed necessary in connection with its decision to purchase the Class C
     Notes.

          (iv) It acknowledges that the Class C Notes will bear a legend to
     the following effect unless the Transferor determines otherwise,
     consistent with applicable law:

     "THIS CLASS C NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CLASS C NOTE, AGREES
THAT THIS CLASS C NOTE, OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE
RE-OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR,
(2) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT (A "QIB") PURCHASING FOR ITS OWN ACCOUNT OR
A QIB PURCHASING FOR THE ACCOUNT OF ONE OR MORE QIBS, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE RE-OFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, OR (3) TO A NON-U.S. PERSON IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT. EACH CLASS C NOTE OWNER BY ACCEPTING A BENEFICIAL
INTEREST IN THIS CLASS C NOTE, UNLESS SUCH PERSON ACQUIRED THIS CLASS C NOTE
IN A TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS
EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF ONE OR MORE QIBS.

     PRIOR TO PURCHASING ANY CLASS C NOTES, PURCHASERS SHOULD CONSULT COUNSEL
WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE
RESTRICTION ON RESALE OR TRANSFER. THE TRANSFEROR HAS NOT AGREED TO AND DOES
NOT INTEND TO REGISTER THE CLASS C NOTES UNDER THE SECURITIES ACT, TO QUALIFY
THE CLASS C NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE
REGISTRATION RIGHTS TO ANY PURCHASER.

          (v) If it is acquiring any Class C Note, or any interest or
     participation therein, as a fiduciary or agent for one or more investor
     accounts, it represents that it has sole investment discretion with
     respect to such account and that it has full power



                                      25
<PAGE>

     to make the acknowledgements, representations and agreements contained
     herein on behalf of each such account.

          (vi) It (A)(i) is a QIB, (ii) is aware that the sale to it is being
     made in reliance on Rule 144A and if it is acquiring such Class C Notes
     or any interest or participation therein for the account of another QIB,
     such QIB is aware that the sale is being made in reliance on Rule 144A
     and (iii) is acquiring such Class C Notes or any interest or
     participation therein for its own account or for the account of a QIB, or
     (B) is not a U.S. person and is purchasing such Class C Notes or any
     interest or participation therein in an offshore transaction pursuant to
     Regulation S.

          (vii) It is purchasing the Class C Notes for its own account, or for
     one or more investor accounts for which it is acting as fiduciary or
     agent, in each case for investment, and not with a view to, or for offer
     or sale in connection with, any distribution thereof in violation of the
     Securities Act, subject to any requirements of law that the disposition
     of its property or the property of such investor account or accounts
     shall be at all times within its control and subject to its ability to
     resell such Class C Notes, or any interest or participation therein as
     described in the Class C Private Placement Memorandum and pursuant to the
     provisions of this Indenture.

          (viii) It agrees that if in the future it should offer, sell or
     otherwise transfer such Class C Note or any interest or participation
     therein, it will do so only (A) to the Transferor, (B) pursuant to Rule
     144A to a person who it reasonably believes is a QIB in a transaction
     meeting the requirements of Rule 144A, purchasing for its own account or
     for the account of a QIB, whom it has informed that such offer, sale or
     other transfer is being made in reliance on Rule 144A or (C) to a
     non-U.S. Person in an offshore transaction meeting the requirements of
     Rule 903 or Rule 904 of Regulation S under the Securities Act.

          (ix) If it is acquiring such Class C Note or any interest or
     participation therein in an offshore transaction (as defined in
     Regulation S), it acknowledges that the Class C Notes will initially be
     represented by the Temporary Regulation S Global Class C Note and that
     transfers thereof or any interest or participation therein are restricted
     as set forth in this Indenture. If it is a QIB, it acknowledges that the
     Class C Notes offered in reliance on Rule 144A will be represented by a
     Rule 144A Global Class C Note and that transfers thereof or any interest
     or participation therein are restricted as set forth in this Indenture.

          (x) It understands that the Temporary Regulation S Global Class C
     Note will bear a legend to the following effect unless the Transferor
     determines otherwise, consistent with applicable law:


                                      26
<PAGE>

          "THIS GLOBAL CLASS C NOTE IS A TEMPORARY GLOBAL CLASS C NOTE FOR
     PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
     AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS TEMPORARY GLOBAL CLASS C
     NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS
     PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

          NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL CLASS C NOTE SHALL BE
     ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE
     REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE
     INDENTURE."

               (xi) It acknowledges that the Transferor, the Issuer, the
          Initial Purchaser and others will rely on the truth and accuracy of
          the foregoing acknowledgments, representations and agreements, and
          agrees that if any of the foregoing acknowledgments, representations
          and agreements deemed to have been made by it are no longer
          accurate, it shall promptly notify the Transferor, the Issuer, and
          the Initial Purchaser.

               (xii) With respect to any foreign purchaser claiming an
          exemption from United States income or withholding tax, that it has
          delivered to the Indenture Trustee a true and complete Form W-8BEN,
          Form W-8ECI or other applicable form, indicating such exemption.

               (xiii) It acknowledges that transfers of the Class C Notes or
          any interest or participation therein shall otherwise be subject in
          all respects to the restrictions applicable thereto contained in
          this Indenture.

     The Indenture Trustee and the transfer agent and the Note Registrar will
not effect any transfer, resale, pledge or other transfer of the Class C Notes
contrary to the restrictions set forth above and in this Indenture. As used in
this Section 2.4, the terms "United States" and "U.S. persons" have the
meaning given them in Regulation S.

     (e) Notwithstanding anything to the contrary contained herein, each Class
C Note and this Indenture may be amended or supplemented to modify the
restrictions on and procedures for resale and other transfers of the Class C
Notes to reflect any change in applicable law or regulation (or the
interpretation thereof) or in practices relating to the resale or transfer of
restricted securities generally. Each Class C Noteholder shall by its
acceptance of such Class C Note, have agreed to any such amendment or
supplement.

     SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any


                                      27
<PAGE>

mutilated Note is surrendered to the Note Registrar, or the Note Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Note Registrar and the Indenture
Trustee such security or indemnity as may be required by them to hold the
Issuer, the Note Registrar and the Indenture Trustee harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Indenture Trustee
that such Note has been acquired by a bona fide purchaser, and provided that
the requirements of Section 8-405 of the Relevant UCC are met, the Issuer
shall execute and the Indenture Trustee or an Authenticating Agent shall
authenticate and (if the Note Registrar is different from the Indenture
Trustee, the Note Registrar shall) deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a replacement Note of like
class, tenor and denomination; provided that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Issuer, the Note Registrar and the Indenture Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a
bona fide 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 Issuer, the Note Registrar or the Indenture Trustee in
connection therewith.

     Upon the issuance of any replacement Note under this Section, the Issuer
may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee, its agents and counsel) connected therewith.

     Every replacement Note issued pursuant to this Section 2.5 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.


                                      28
<PAGE>

     SECTION 2.6. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Note Registrar and any agent of the Issuer, the Indenture Trustee or the Note
Registrar may treat the Person in whose name any Note is registered (as of the
day of determination) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note shall be overdue, and neither
the Issuer, the Indenture Trustee or the Note Registrar nor any agent of the
Issuer, the Indenture Trustee or the Note Registrar shall be bound by notice
to the contrary.

     SECTION 2.7. Payment of Principal and Interest. (a)On each Transfer Date,
the Paying Agent, acting in accordance with written instructions from the
Administrator, shall make, or shall direct the Master Trust Trustee or the
Paying Agent to make, the following deposits and distributions to the extent
of the Available Amount for such Transfer Date, in the following order of
priority:

          (i) to the Note Distribution Account for distribution to the Class A
     Noteholders on the related Payment Date, the Class A Note Interest
     Requirement for such Transfer Date;

          (ii) to the Note Distribution Account for distribution to the Class
     B Noteholders on the related Payment Date, the Class B Note Interest
     Requirement for such Transfer Date;

          (iii) to the Note Distribution Account for distribution to the Class
     C Noteholders on the related Payment Date, the Class C Note Interest
     Requirement for such Transfer Date;

          (iv) to the Note Distribution Account for distribution to the Class
     A Noteholders on the related Payment Date, the Class A Noteholders'
     Principal Distributable Amount for such Transfer Date;

          (v) to the Note Distribution Account for distribution to the Class B
     Noteholders on the related Payment Date, the Class B Noteholders'
     Principal Distributable Amount for such Transfer Date;

          (vi) to the Note Distribution Account for distribution to the Class
     C Noteholders on the related Payment Date, the Class C Noteholders'
     Principal Distributable Amount for such Transfer Date;

          (vii) to the Owner Trust Spread Account, the excess, if any, of (a)
     the Required Owner Trust Spread Account Amount for such Transfer Date
     over (b) the


                                      29
<PAGE>

     amount on deposit in the Owner Trust Spread Account on such Transfer Date
     (not taking into account the amount deposited into the Owner Trust Spread
     Account on such Transfer Date described by this clause (vii)); and

          (viii) to the Certificateholder, on behalf of the Issuer, the
     remaining Available Amount for such Transfer Date, if any.

     (b) To the extent that on any Transfer Date the Class C Note Interest
Requirement exceeds the Available Amount available to be deposited into the
Note Distribution Account pursuant to subsection 2.7(a)(iii), funds, to the
extent of the lesser of the Required Owner Trust Spread Account Amount for
such Transfer Date and the amount on deposit in the Owner Trust Spread Account
on such Transfer Date, shall be withdrawn from the Owner Trust Spread Account
and deposited in the Note Distribution Account to be applied to pay the Class
C Note Interest Requirement on the related Payment Date pursuant to subsection
2.7(f).

     (c) To the extent that, on the Transfer Date related to the Class C
Scheduled Payment Date if the Class B Note Principal Balance shall be paid in
full on or prior to such Payment Date and on each Transfer Date following the
Class C Scheduled Payment Date and the payment in full of the Class B Note
Principal Balance and, with respect to any Note Principal Due Date, the
Transfer Date on which an amount equal to the Class B Note Principal Balance
has been deposited in the Note Distribution Account pursuant to subsection
2.7(a)(v), funds, to the extent of the least of (i) the Required Owner Trust
Spread Account Amount for such Transfer Date, (ii) the excess of the Class C
Note Principal Balance over the Investor Interest and (iii) the amount on
deposit in the Owner Trust Spread Account (in each case after giving effect to
any withdrawals pursuant to subsection 2.7(b) on such Transfer Date) shall be
withdrawn from the Owner Trust Spread Account (after giving effect to any
withdrawals pursuant to subsection 2.7(b) on such Transfer Date) and deposited
in the Note Distribution Account to be applied to pay the Class C Noteholders'
Principal Distributable Amount on the related Payment Date pursuant to this
subsection 2.7(c). On the Note Maturity Date, to the extent of the lesser of
the Required Owner Trust Spread Account Amount for such Transfer Date and the
amount on deposit in the Owner Trust Spread Account (in each case after giving
effect to any withdrawals pursuant to subsection 2.7(b) and the preceding
sentence of this subsection 2.7(c) on such Transfer Date) shall be withdrawn
from the Owner Trust Spread Account (after giving effect to any withdrawals
pursuant to subsection 2.7(b) and the preceding sentence of this subsection
2.7(c) on such Transfer Date) and deposited in the Note Distribution Account
to be applied to pay the Class C Noteholders' Principal Distributable Amount
on the Note Maturity Date.

     (d) On each Payment Date, the amount deposited in the Note Distribution
Account pursuant to subsection 2.7(a)(i) on the related Transfer Date shall be
paid by the


                                      30
<PAGE>

Paying Agent to the Class A Noteholders in respect of interest on the Class A
Notes. On each Payment Date, beginning with the earlier of the Class A
Scheduled Payment Date and the Note Principal Due Date, the amount deposited
in the Note Distribution Account pursuant to subsection 2.7(a)(iv) on the
related Transfer Date shall be paid by the Paying Agent to the Class A
Noteholders in respect of principal of the Class A Notes. All principal and
interest in respect of the Class A Notes shall be due and payable to the
extent not previously paid on the Note Maturity Date.

     (e) On each Payment Date, the amount deposited in the Note Distribution
Account pursuant to subsection 2.7(a)(ii) on the related Transfer Date shall
be paid by the Paying Agent to the Class B Noteholders in respect of interest
on the Class B Notes. On each Payment Date, beginning with the earlier of the
Class B Scheduled Payment Date and the Note Principal Due Date, the amount
deposited in the Note Distribution Account pursuant to subsection 2.7(a)(v) on
the related Transfer Date shall be paid by the Paying Agent to the Class B
Noteholders in respect of principal of the Class B Notes. All principal and
interest in respect of the Class B Notes shall be due and payable to the
extent not previously paid on the Note Maturity Date.

     (f) On each Payment Date, the amount deposited in the Note Distribution
Account pursuant to subsections 2.7(a)(iii) and 2.7(b) on the related Transfer
Date shall be paid by the Paying Agent to the Class C Noteholders in respect
of interest on the Class C Notes. On each Payment Date, beginning with the
earlier Class C Scheduled Payment Date and the Note Principal Due Date, the
amount deposited in the Note Distribution Account pursuant to subsections
2.7(a)(vi) and 2.7(c) on the related Transfer Date shall be paid by the Paying
Agent to the Class C Noteholders in respect of principal of the Class C Notes.
All principal and interest in respect of the Class C Notes shall be due and
payable to the extent not previously paid on the Note Maturity Date.

     (g) Any installment of interest or principal, if any, payable on any Note
which is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the preceding Record Date, by check
mailed first-class, postage prepaid, to such Person's address as it appears on
the Note Register on such Record Date, except that, unless Definitive Notes
have been issued pursuant to Section 2.12, with respect to the Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by such
nominee, except for the final installment of principal payable with respect to
such Note on a Payment Date or on a Note Principal Due Date and except for the
Redemption Price for any Note called for redemption pursuant to Section 10.1
which shall be payable as provided below. The funds represented by any such
checks returned undelivered shall be held in accordance with Section 3.3.


                                      31
<PAGE>

     (h) All principal and interest payments on each class of Notes shall be
made pro rata to the Noteholders of such class entitled thereto. The Paying
Agent shall notify the Person in whose name a Note is registered at the close
of business on the Record Date preceding the Payment Date on which the Issuer
expects that the final installment of principal of and interest on such Note
will be paid. Such notice shall be (i) transmitted by facsimile on such Record
Date if Book-Entry Notes are outstanding or (ii) mailed as provided in Section
10.2 not later than three Business Days after such Record Date if Definitive
Notes are outstanding and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of such
installment.

     (i) Holders of a beneficial interest in Class C Notes sold in reliance on
Regulation S as Temporary Regulation S Class C Notes are prohibited from
receiving distributions or from exchanging beneficial interests in such
Temporary Regulation S Global Class C Notes for a Permanent Regulation S
Global Class C Notes until the later of (i) the expiration of the Distribution
Compliance Period (the "Release Date") and (ii) the furnishing of a
certificate by such holders, substantially in the form of Exhibit D-2 attached
hereto, certifying that the beneficial owner of the Temporary Regulation S
Global Class C Note is a non-U. S. Person (a "Regulation S Certificate") as
provided in Section 2.11.

     SECTION 2.8. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Note Registrar, be delivered to the Note Registrar and
shall be promptly cancelled by the Note Registrar. The Issuer may at any time
deliver to the Note Registrar for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in
any manner whatsoever, and all Notes so delivered shall be promptly cancelled
by the Note Registrar. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Note Registrar in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall direct that
they be destroyed or returned to it; provided that such direction is timely
and the Notes have not been previously disposed of by the Note Registrar.

     SECTION 2.9. Release of Collateral. Subject to Section 11.1, the
Indenture Trustee shall release property from the lien of this Indenture only
upon request of the Issuer accompanied by an Officer's Certificate, an Opinion
of Counsel and Independent Certificates in accordance with the TIA Sections
314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent
Certificates to the effect that the TIA does not require any such Independent
Certificates.


                                      32
<PAGE>

     SECTION 2.10. Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes,
to be delivered to The Depository Trust Company (the initial Clearing Agency)
by, or on behalf of, the Issuer. Such Notes shall initially be registered on
the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner will receive a Definitive Note representing
such Note Owner's interest in such Note, except as provided in Section 2.12.
The Class C Notes, upon original issuance, will be issued in global form (i)
to QIBs in transactions exempt from the registration requirements of the
Securities Act in reliance on Rule 144A, as a single note in fully registered
form, without interest coupons (the "Rule 144A Global Note"), authenticated
and delivered in substantially the form attached hereto as Exhibit C-1. All
resales by Holders who acquire beneficial interests in the Class C Notes after
the initial sale by the Initial Purchaser may transfer interests (i) to QIBs
in transactions exempt from the registration requirements of the Securities
Act in reliance on Rule 144A using the Rule 144A Global Note and/or (ii) as a
single note in "offshore transactions" (within the meaning of Regulation S),
in fully registered form, without interest coupons (the "Temporary Regulation
S Global Note"), authenticated and delivered in substantially the form
attached hereto as Exhibit C-2. Unless and until Definitive Notes have been
issued to Note Owners pursuant to Section 2.12:

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

     (b) the Note Registrar, the Paying Agent and the Indenture Trustee shall
be entitled to deal with the Clearing Agency for all purposes of this
Indenture (including the payment of principal of and interest on the Notes and
the giving of instructions or directions hereunder) as the sole Holder of the
Notes, and shall have no obligation to the Note Owners;

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

     (d) the rights of the Note Owners shall be exercised only through the
Clearing Agency (or to the extent the Note Owners are not Clearing Agency
Participants, through the Clearing Agency Participants through which such Note
Owners own Book-Entry Notes) and shall be limited to those established by law
and agreements between such Note Owners and the Clearing Agency and/or the
Clearing Agency Participants, and all references in this Indenture to actions
by the Noteholders shall refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in this
Indenture to distributions, notices, reports and statements to the Noteholders
shall refer to distributions, notices, reports and statements to the Clearing
Agency, as registered holder of the Notes, as the case may be, for
distribution to the Note Owners in accordance with the procedures of the
Clearing Agency. Pursuant to the Note Depository Agreement, unless and until
Definitive Notes are issued pursuant to Section 2.12, the initial Clearing
Agency will


                                      33
<PAGE>

make book-entry transfers among the Clearing Agency Participants
and receive and transmit payments of principal of and interest on the Notes to
such Clearing Agency Participants; and

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

     SECTION 2.11. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to the Note Owners pursuant to
Section 2.12, the Indenture Trustee shall give all such notices and
communications specified herein to be given to the Holders of the Notes to the
Clearing Agency, and shall have no obligation to the Note Owners.

     SECTION 2.12. Definitive Notes. If (a) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes, and
the Administrator is unable to locate a qualified successor, (b) the
Administrator at its option advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency, or (c)
after the occurrence of an Event of Default or a Master Trust Servicer
Default, the Note Owners representing beneficial interests aggregating not
less than a majority of the Outstanding Amount of the Notes advise the
Indenture Trustee and the Clearing Agency through the Clearing Agency
Participants in writing, and if the Clearing Agency shall so notify the
Indenture Trustee that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of the Note Owners, then
the Clearing Agency shall notify all the Note Owners of the occurrence of any
such event and of the availability of Definitive Notes to the Note Owners
requesting the same. Upon surrender to the Note Registrar of the typewritten
Note or Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by re-registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate and (if the Note Registrar is different
than the Indenture Trustee, then the Note Registrar shall) deliver the
Definitive Notes in accordance with the instructions of the Clearing Agency.
None of the Issuer, the Note Registrar or the Indenture 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 the Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as the Noteholders.

     SECTION 2.13. Authenticating Agent. (a)The Indenture Trustee may


                                      34
<PAGE>

appoint one or more authenticating agents (each, an "Authenticating Agent")
with respect to the Notes which shall be authorized to act on behalf of the
Indenture Trustee in authenticating the Notes in connection with the issuance,
delivery, registration of transfer, exchange or repayment of the Notes. The
Indenture Trustee hereby appoints Chase as Authenticating Agent for the
authentication of the Notes upon any registration of transfer or exchange of
such Notes. Whenever reference is made in this Indenture to the authentication
of the Notes by the Indenture Trustee or the Indenture Trustee's certificate
of authentication, such reference shall be deemed to include authentication on
behalf of the Indenture Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Indenture Trustee by an
Authenticating Agent. Each Authenticating Agent, other than Chase, shall be
acceptable to the Issuer.

     (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
Indenture Trustee or such Authenticating Agent.

     (c) An Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of an Authenticating Agent by
giving notice of termination to such Authenticating Agent and to the Issuer.
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
Indenture Trustee or the Issuer, the Indenture Trustee promptly may appoint a
successor Authenticating Agent with the consent of the Issuer. 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. No
successor Authenticating Agent shall be appointed unless acceptable to the
Issuer.

     (d) The Administrator shall pay the Authenticating Agent from time to
time reasonable compensation for its services under this Section 2.13.

     (e) The provisions of Sections 6.1, 6.2, 6.3, 6.4, 6.7 and 6.9 shall be
applicable, mutatis mutandis, to any Authenticating Agent.

     (f) Pursuant to an appointment made under this Section 2.13, the Notes
may have endorsed thereon, in lieu of the Indenture Trustee's certificate of
authentication, an alternate certificate of authentication in substantially
the following form:


                                      35
<PAGE>

     This is one of the Notes referred to in the within mentioned Indenture.

                                           THE BANK OF NEW YORK
                                               as Indenture Trustee

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

                                                             or

                                           -------------------------------
                                           as Authenticating Agent
                                               for the Indenture Trustee,

                                           -------------------------------
                                               Authorized Officer

     SECTION 2.14. Appointment of Paying Agent. (a)The Indenture Trustee may
appoint a Paying Agent with respect to the Notes. The Indenture Trustee hereby
appoints Chase as the initial Paying Agent. The Paying Agent shall have the
revocable power to withdraw funds from the Owner Trust Accounts and make
distributions to the Noteholders and the Certificateholders, pursuant to
Section 2.7. For so long as any of the Notes are listed on the Luxembourg
Stock Exchange or other stock exchange and such exchange so requires, the
Indenture Trustee shall maintain a co-paying agent in Luxembourg or the
location required by such other stock exchange. The Indenture Trustee may
revoke such power and remove the Paying Agent if the Indenture Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Indenture in any material respect or for
other good cause. Chase shall be permitted to resign as Paying Agent upon 30
days' written notice to the Depositor and the Indenture Trustee. In the event
that Chase shall no longer be the Paying Agent, the Indenture Trustee shall
appoint a successor to act as Paying Agent (which shall be a bank or trust
company and may be the Indenture Trustee) with the consent of the Depositor,
which consent shall not be unreasonably withheld. If at any time the Indenture
Trustee shall be acting as the Paying Agent, the provisions of Sections 6.1,
6.3 and 6.4 shall apply, mutatis mutandis, to the Indenture Trustee in its
role as Paying Agent.

     The Indenture Trustee will cause each Paying Agent, other than itself and
Chase, to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions
of this Section, that such Paying Agent will:

          (i) hold all sums held by it for the payment of amounts due with
     respect to


                                      36
<PAGE>

          the Notes in trust for the benefit of the Persons entitled thereto
          until such sums shall be paid to such Persons or otherwise disposed
          of as herein provided and pay such sums to such Persons as herein
          provided;

               (ii) give the Indenture Trustee notice of any default by the
          Issuer (or any other obligor upon the Notes) of which it has actual
          knowledge in the making of any payment required to be made with
          respect to the Notes;

               (iii) at any time during the continuance of any such default,
          upon the written request of the Indenture Trustee, forthwith pay to
          the Indenture Trustee all sums so held in trust by such Paying
          Agent;

               (iv) immediately resign as a Paying Agent and forthwith pay to
          the Indenture Trustee all sums held by it in trust for the payment
          of the Notes if at any time it ceases to meet the standards required
          to be met by the Paying Agent at the time of its appointment; and

               (v) comply with all requirements of the Code with respect to
          the withholding from any payments made by it on any Notes of any
          applicable withholding taxes imposed thereon and with respect to any
          applicable reporting requirements in connection therewith.

     (b) Chase in its capacity as initial Paying Agent hereunder agrees that
it (i) will hold all sums held by it hereunder for payment to the Noteholders
in trust for the benefit of the Noteholders entitled thereto (and with respect
to the Owner Trust Spread Account, to the extent specified herein, the benefit
of the Certificateholder) until such sums shall be paid to such Noteholders
and (ii) shall comply with all requirements of the Code regarding the
withholding by the Indenture Trustee of payments in respect of United States
federal income taxes due from Note Owners.

     (c) An institution succeeding to the corporate agency business of the
Paying Agent shall continue to be the Paying Agent without the execution or
filing of any paper or any further act on the part of the Indenture Trustee or
such Paying Agent.

     SECTION 2.15. CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Indenture Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Issuer


                                      37
<PAGE>

 will promptly notify the Indenture Trustee of any change in the
"CUSIP" numbers.

     SECTION 2.16. Determination of LIBOR.

     (a) On each LIBOR Determination Date, the Indenture Trustee shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such date. If such rate does not appear on Telerate Page 3750,
the rate for that LIBOR Determination Date shall be determined on the basis of
the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for a one-month period. The Indenture
Trustee shall request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that LIBOR Determination Date shall be the arithmetic
mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
Issuer, at approximately 11:00 a.m., New York City time, on that day or loans
in United States dollars to leading European banks for a period equal to the
relevant Note Interest Period.

     (b) The Indenture Trustee shall provide the Note Interest Rate applicable
to the then current and immediately preceding Note Interest Periods to any
Noteholder requesting such information by telephoning the Indenture Trustee at
the telephone number which is currently (212) 815-5286.

     (c) On each LIBOR Determination Date prior to 12:00 noon New York City
time, the Indenture Trustee shall send to the Issuer by facsimile notification
of LIBOR for the following Note Interest Period.

     SECTION 2.17. Regulation S Global Class C Notes.

     (a) Class C Notes issued in reliance on Regulation S will initially be in
the form of a Temporary Regulation S Global Class C Note. Any interest in a
Class C Note evidenced by the Temporary Regulation S Global Class C Note is
exchangeable for an interest in a Class C Note in fully registered, global
form, without interest coupons, authenticated and delivered in substantially
the form attached hereto as Exhibit C-3 (the "Permanent Regulation S Global
Class C Note"), upon the later of (i) the Release Date and (ii) the furnishing
of a Regulation S Certificate.

     (b) (i) On or prior to the Release Date, each beneficial owner of a
Temporary Regulation S Global Class C Note shall deliver to Euroclear or
Cedelbank (as applicable) a Regulation S Certificate; provided, however, that
any beneficial owner of a


                                      38
<PAGE>

Temporary Regulation S Global Class C Note on the Release Date or on any
payment date that has previously delivered a Regulation S Certificate
hereunder shall not be required to deliver any subsequent Regulation S
Certificate (unless the certificate previously delivered is no longer true as
of such subsequent date, in which case such beneficial owner shall promptly
notify Euroclear or Cedelbank, as applicable, thereof and shall deliver an
updated Regulation S Certificate). Euroclear and/or Cedelbank, as applicable,
shall deliver to the Paying Agent or the Indenture Trustee a certificate
substantially in the form of Exhibit D-1 (a "Non-U.S. Certificate") attached
hereto promptly upon the receipt of each such Regulation S Certificate, and no
such beneficial owner (or transferee from such beneficial owner) shall be
entitled to receive an interest in a Permanent Regulation S Global Class C
Note or any payment of or principal of interest on or any other payment with
respect to its beneficial interest in a Temporary Regulation S Global Class C
Note prior to the Paying Agent or the Indenture Trustee receiving such
Non-U.S. Certificate from Euroclear or Cedelbank with respect to the portion
of the Temporary Regulation S Global Class C Note owned by such beneficial
owner (and, with respect to an interest in the Permanent Regulation S Global
Class C Note, prior to the Release Date).

     (c) Any payments of principal of, interest on or any other payment on a
Temporary Regulation S Global Class C Note received by Euroclear or Cedelbank
with respect to any portion of such Regulation S Global Class C Note owned by
Class C Note Owner that has not delivered the Regulation S Certificate
required by this Section 2.17 shall be held by Euroclear and Cedelbank solely
as agents for the Paying Agent and the Indenture Trustee. Euroclear and
Cedelbank shall remit such payments to the applicable Class C Note Owner (or
to a Euroclear or Cedelbank member on behalf of such Class C Note Owner) only
after Euroclear or Cedelbank has received the requisite Regulation S
Certificate. Until the Paying Agent or the Indenture Trustee has received a
Non-U.S. Certificate from Euroclear or Cedelbank, as applicable, that it has
received the requisite Regulation S Certificate with respect to the beneficial
ownership of any portion of a Temporary Regulation S Global Class C Note, the
Paying Agent or the Indenture Trustee may revoke the right of Euroclear or
Cedelbank, as applicable, to hold any payments made with respect to such
portion of such Temporary Regulation S Global Class C Note. If the Paying
Agent or the Indenture Trustee exercises its right of revocation pursuant to
the immediately preceding sentence, Euroclear or Cedelbank, as applicable,
shall return such payments to the Paying Agent or the Indenture Trustee and
the Indenture Trustee shall hold such payments in the Note Distribution
Account until Euroclear or Cedelbank, as applicable, has provided the
necessary Non-U.S. Certificates to the Paying Agent or the Indenture Trustee
(at which time the Paying Agent shall forward such payments to Euroclear or
Cedelbank, as applicable, to be remitted to the Class C Note Owner that is
entitled thereto on the records of Euroclear or Cedelbank (or on the records
of their respective members)).

     (d) Each Class C Note Owner with respect to a Temporary Regulation S


                                      39
<PAGE>

Global Class C Note shall exchange its interest therein for an interest in a
Permanent Regulation S Global Class C Note on or after the Release Date upon
furnishing to Euroclear or Cedelbank (as applicable) the Regulation S
Certificate and upon receipt by the Paying Agent or the Indenture Trustee, as
applicable of the Non-U.S. Certificate thereof from Euroclear or Cedelbank, as
applicable, in each case pursuant to the terms of this Section 2.17. On and
after the Release Date, upon receipt by the Paying Agent or the Indenture
Trustee of any Non-U.S. Certificate from Euroclear or Cedelbank described in
the immediately preceding sentence (i) with respect to the first such
certification, the Issuer shall execute, upon receipt of an order to
authenticate, and the Indenture Trustee shall authenticate and deliver to the
Indenture Trustee the applicable Permanent Regulation S Global Class C Note
and (ii) with respect to the first and all subsequent certifications, the
Indenture Trustee shall exchange on behalf of the applicable beneficial owners
the portion of the applicable Temporary Regulation S Global Class C Note
covered by such certification for a comparable portion of the applicable
Permanent Regulation S Global Class C Note. Upon any exchange of a portion of
a Temporary Regulation S Global Class C Note for a comparable portion of a
Permanent Regulation S Global Class C Note, the Indenture Trustee shall
endorse on the schedules affixed to each of such Regulation S Global Class C
Note (or on continuations of such schedules affixed to each of such Regulation
S Global Class C Note and made parts thereof) appropriate notations evidencing
the date of transfer and (x) with respect to the Temporary Regulation S Global
Class C Note, a decrease in the principal amount thereof equal to the amount
covered by the applicable certification and (y) with respect to the Permanent
Regulation S Global Class C Note, an increase in the principal amount thereof
equal to the principal amount of the decrease in the Temporary Regulation S
Global Class C Note pursuant to clause (x) above.

     SECTION 2.18. Special Transfer Provisions.

     (a) If a holder of a beneficial interest in the Rule 144A Global Class C
Note wishes at any time to exchange its interest in the Rule 144A Global Class
C Note for an interest in the Regulation S Global Class C Note, or to transfer
its interest in the Rule 144A Global Class C Note to a person who wishes to
take delivery thereof in the form of an interest in the Regulation S Global
Class C Note, such holder may, subject to the rules and procedures of the
Clearing Agency and to the requirements set forth in the following sentence,
exchange or cause the exchange or transfer or cause the transfer of such
interest for an equivalent beneficial interest in the Regulation S Global
Class C Note. Upon receipt by the Indenture Trustee of (1) instructions given
in accordance with the Clearing Agency's procedures from or on behalf of a
Class C Note Owner of the Rule 144A Global Class C Note, directing the
Indenture Trustee (via DWAC), as transfer agent, to credit or cause to be
credited a beneficial interest in the Regulation S Global Class C Note in an
amount equal to the beneficial interest in the Rule 144A Global Class C Note
to be exchanged or transferred, (2) a written order in accordance with the
Clearing Agency's procedures containing information regarding the Euroclear or
Cedelbank account to be credited with such increase and the name of such


                                      40
<PAGE>

account, and (3) a certificate given by such Class C Note Owner stating that
the exchange or transfer of such interest has been made pursuant to and in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act,
the Indenture Trustee, as transfer agent, shall promptly deliver appropriate
instructions to the Clearing Agency (via DWAC), its nominee, or the Indenture
Trustee for the Clearing Agency, as the case may be, to reduce or reflect on
its records a reduction of the Rule 144A Global Class C Note by the aggregate
principal amount of the beneficial interest in the Rule 144A Global Class C
Note to be so exchanged or transferred from the relevant participant, and the
Indenture Trustee, as transfer agent, shall promptly deliver appropriate
instructions (via DWAC) to the Clearing Agency, its nominee, or the Indenture
Trustee for the Clearing Agency, as the case may be, concurrently with such
reduction, to increase or reflect on its records an increase of the principal
amount of such Regulation S Global Class C Note by the aggregate principal
amount of the beneficial interest in the Rule 144A Global Class C Note to be
so exchanged or transferred, and to credit or cause to be credited to the
account of the person specified in such instructions (who may be Euroclear
Bank, S.A./N.V. acting as operator of Euroclear or Clearstream or another
agent member of Euroclear or Clearstream, or both, as the case may be, acting
for and on behalf of them) a beneficial interest in such Regulation S Global
Class C Note equal to the reduction in the principal amount of the Rule 144A
Global Class C Note. Notwithstanding anything to the contrary, the Indenture
Trustee may conclusively rely upon the completed schedule set forth in the
certificate evidencing the Class C Notes.

     (b) If a holder of a beneficial interest in the Regulation S Global Class
C Note wishes at any time to exchange its interest in the Regulation S Global
Class C Note for an interest in the Rule 144A Global Class C Note, or to
transfer its interest in the Regulation S Global Class C Note to a person who
wishes to take delivery thereof in the form of an interest in the Rule 144A
Global Class C Note, such holder may, subject to the rules and procedures of
Euroclear or Clearstream and the Clearing Agency, as the case may be, and to
the requirements set forth in the following sentence, exchange or cause the
exchange or transfer or cause the transfer of such interest for an equivalent
beneficial interest in the Rule 144A Global Class C Note. Upon receipt by the
Indenture Trustee, as transfer agent of (1) instructions given in accordance
with the procedures of Euroclear or Clearstream and the Clearing Agency, as
the case may be, from or on behalf of a Class C Note Owner of the Regulation S
Global Class C Note directing the Indenture Trustee, as transfer agent, to
credit or cause to be credited a beneficial interest in the Rule 144A Global
Class C Note in an amount equal to the beneficial interest in the Regulation S
Global Class C Note to be exchanged or transferred, (2) a written order given
in accordance with the procedures of Euroclear or Clearstream and the Clearing
Agency, as the case may be, containing information regarding the account with
the Clearing Agency to be credited with such increase and the name of such
account, and (3) prior to the expiration of the Distribution Compliance
Period, a certificate given by such Class C Note Owner stating that the person
transferring such interest in such Regulation S Global Class C Note reasonably
believes that the person acquiring such interest in the Rule 144A Global


                                      41
<PAGE>

Class C Note is a QIB and is obtaining such beneficial interest for its own
account or the account of a QIB in a transaction meeting the requirements of
Rule 144A and any applicable securities laws of any state of the United States
or any other jurisdiction, the Indenture Trustee, as transfer agent, shall
promptly deliver (via DWAC) appropriate instructions to the Clearing Agency,
its nominee, or the Indenture Trustee for the Clearing Agency, as the case may
be, to reduce or reflect on its records a reduction of the Regulation S Global
Class C Note by the aggregate principal amount of the beneficial interest in
such Regulation S Global Class C Note to be exchanged or transferred, and the
Indenture Trustee, as transfer agent, shall promptly deliver (via DWAC)
appropriate instructions to the Clearing Agency, its nominee, or the Indenture
Trustee for the Clearing Agency, as the case may be, concurrently with such
reduction, to increase or reflect on its records an increase of the principal
amount of the Rule 144A Global Class C Note by the aggregate principal amount
of the beneficial interest in the Regulation S Global Class C Note to be so
exchanged or transferred, and to credit or cause to be credited to the account
of the person specified in such instructions a beneficial interest in the Rule
144A Global Class C Note equal to the reduction in the principal amount of the
Regulation S Global Class C Note. After the expiration of the Distribution
Compliance Period, the certification requirement set forth in clause (3) of
the second sentence of this Section 2.18(b) will no longer apply to such
exchanges and transfers. Notwithstanding anything to the contrary, the
Indenture Trustee may conclusively rely upon the completed schedule set forth
in the certificate evidencing the Class C Notes.

     (c) Any beneficial interest in one of the Global Class C Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Class C Note will, upon transfer, cease to be an interest in such
Global Class C Note and become an interest in the other Global Class C Note
and, accordingly, will thereafter be subject to all transfer restrictions and
other procedures applicable to beneficial interests in such other Global Class
C Note for as long as it remains such an interest.

     (d) Until the later of the Release Date and the provision of the
certifications required by Section 2.4(b) and Section 2.17, beneficial
interests in a Regulation S Global Class C Note may only be held through
Euroclear Bank, S.A./N.V. acting as operator of Euroclear or Clearstream or
another agent member of Euroclear and Clearstream acting for and on behalf of
them. During the Distribution Compliance Period, interests in the Regulation S
Global Class C Note may be exchanged for interests in the Rule 144A Global
Class C Note only in accordance with the certification requirements described
above.


                                      42
<PAGE>

                                 ARTICLE III

                                   COVENANTS

     SECTION 3.1. Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. Without limiting the foregoing, the
Issuer will cause to be distributed all amounts on deposit in the Note
Distribution Account on a Payment Date deposited therein pursuant to Section
2.7 hereof and the Series Supplement (i) for the benefit of the Class A Notes,
to the holders of the Class A Notes, (ii) for the benefit of the Class B
Notes, to the holders of the Class B Notes, (iii) for the benefit of the Class
C Notes, to the holders of the Class C Notes, and (iv) to the extent so
specified, to the Certificateholder. Amounts properly withheld under the Code
by any Person from a payment to any Noteholder of interest and/or principal
shall be considered as having been paid by the Issuer to such Noteholder for
all purposes of this Indenture.

     SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain in
the City of New York an office or agency where Notes may be surrendered for
registration of transfer or exchange. The Issuer hereby initially appoints the
Note Registrar to serve as its agent for the foregoing purposes. For so long
as any of the Notes are listed on the Luxembourg Stock Exchange or other stock
exchange and such exchange so requires, the Indenture Trustee shall maintain
an office or agency in Luxembourg or in the location required by such other
stock exchange. The Issuer will give prompt written notice to the Indenture
Trustee of the location, and of any change in the location, of any such office
or agency. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
as its agent to receive all such surrenders, notices and demands.

     SECTION 3.3. Money for Payments To Be Held in Trust. As provided in
Section 8.2, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Note Distribution Account
or the Owner Trust Spread Account pursuant to Section 8.2 shall be made on
behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no
amounts so withdrawn from the Note Distribution Account or the Owner Trust
Spread Account for payments on the Notes shall be paid over to the Issuer
except as provided in this Section 3.3.

     On or before each Payment Date and Redemption Date, the Master Trust
Trustee or the Paying Agent shall deposit or cause to be deposited in the Note
Distribution Account an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, such sum to be held in trust for the benefit of
the Persons entitled thereto and (unless the


                                      43
<PAGE>

Paying Agent is the Indenture Trustee) shall promptly notify the Indenture
Trustee of its action or failure so to act.

     The Issuer may, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Indenture Trustee upon the same
trusts as those upon which the sums were held by such Paying Agent; and upon
such a payment by any Paying Agent to the Indenture Trustee, such Paying Agent
shall be released from all further liability with respect to such money.

     Subject to applicable laws with respect to the escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on its request; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Indenture Trustee or such Paying Agent
with respect to such trust money shall thereupon cease; provided that the
Indenture Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer.
The Indenture Trustee shall also adopt and employ, at the expense of the
Issuer, any other reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to the
Holders whose notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

     SECTION 3.4. Existence. Except as otherwise permitted by the provisions
of Section 3.10, the Issuer will keep in full effect its existence, rights and
franchises as a common law trust under the laws of the State of Delaware
(unless it becomes, or any successor to the Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of
America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Owner Trust Estate.

     SECTION 3.5. Protection of Owner Trust Estate. The Issuer will from time


                                      44
<PAGE>

to time prepare (or shall cause to be prepared), execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

     (a) maintain or preserve the lien and security interest (and the priority
thereof) of this Indenture or carry out more effectively the purposes hereof;

     (b) perfect, publish notice of or protect the validity of any Grant made
or to be made by this Indenture;

     (c) enforce the rights of the Indenture Trustee and the Noteholders in
any of the Collateral; or

     (d) preserve and defend title to the Owner Trust Estate and the rights of
the Indenture Trustee and the Noteholders in such Owner Trust Estate against
the claims of all persons and parties.

     The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be filed by the Indenture Trustee pursuant to
this Section.

     SECTION 3.6. Opinions as to Owner Trust Estate. (a)On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto, and any other requisite documents, and with respect to
the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the lien and
security interest of this Indenture and reciting the details of such action,
or stating that, in the opinion of such counsel, no such action is necessary
to make such lien and security interest effective.

     (b) On or before March 31 of each calendar year, commencing with March
31, 2002, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as are necessary to maintain the
perfection of the lien and security interest created by this Indenture and
reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain the perfection of such lien
and security interest. Such Opinion of Counsel shall also describe the
recording, filing, re-recording and refiling of this Indenture, any indentures


                                      45
<PAGE>

supplemental hereto and any other requisite documents and the execution and
filing of any financing statements and continuation statements that will, in
the opinion of such counsel, be required to maintain the perfection of the
lien and security interest of this Indenture until March 31 in the following
calendar year.

     SECTION 3.7. Performance of Obligations; Servicing of Series Certificate.
(a)The Issuer will not take any action and will use its best efforts not to
permit any action to be taken by others that would release any Person from any
of such Person's material covenants or obligations under any instrument or
agreement included in the Owner Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement,
except as ordered by any bankruptcy or other court or as expressly provided in
this Indenture, any other Basic Documents or such other instrument or
agreement.

     (b) The Issuer may contract with other Persons to assist it in performing
its duties under this Indenture, and any performance of such duties by a
Person identified to the Indenture Trustee in an Officer's Certificate of the
Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer
has contracted with the Administrator to assist the Issuer in performing its
duties under this Indenture.

     (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the other Basic Documents and in
the instruments and agreements included in the Owner Trust Estate, including
but not limited to preparing (or causing to be prepared) and filing (or
causing to be filed) all UCC financing statements and continuation statements
required to be filed by the terms of this Indenture and the Deposit and
Administration Agreement in accordance with and within the time periods
provided for herein and therein.

     (d) If the Issuer shall have knowledge of the occurrence of a Master
Trust Servicer Default under the Pooling and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee and the Note Rating Agencies
thereof in accordance with Section 11.4, and shall specify in such notice the
action, if any, the Issuer is taking in respect of such default. If a Master
Trust Servicer Default shall arise from the failure of the Servicer to perform
any of its duties or obligations under the Pooling and Servicing Agreement
with respect to the Series Certificate, the Issuer shall take all reasonable
steps available to it to remedy such failure.

     (e) Without derogating from the absolute nature of the assignment granted
to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuer agrees that, unless such action is specifically
permitted hereunder or under the other Basic Documents, it will not, without
the prior written consent of the Indenture Trustee or the


                                      46
<PAGE>

Holders of at least a majority of Outstanding Amount of the Notes, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of
any Collateral or the Basic Documents (other than this Indenture), or waive
timely performance or observance by the Administrator or the Transferor under
the Deposit and Administration Agreement; provided that no such amendment
shall (i) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, distributions that are required to be made for the
benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the
Notes which are required to consent to any such amendment, without the consent
of the Holders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Holders, the Issuer agrees, promptly following a request by
the Indenture Trustee to do so, to execute and deliver, in its own name and at
its own expense, such agreements, instruments, consents and other documents as
are necessary or appropriate or as the Indenture Trustee may deem necessary or
appropriate under the circumstances.

     SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

     (a) except as expressly permitted by this Indenture or the other Basic
Documents, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Owner
Trust Estate, unless directed to do so by the Indenture Trustee;

     (b) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly
withheld from such payments under the Code) or assert any claim against any
present or former Noteholder by reason of the payment of the taxes levied or
assessed upon any part of the Owner Trust Estate; or

     (c) (i) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released
from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (ii) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Owner Trust Estate or any part thereof or any
interest therein or the proceeds thereof (other than tax liens, mechanics'
liens and other liens that arise by operation of law) or (iii) permit the lien
of this Indenture not to constitute a valid first priority (other than with
respect to any such tax, mechanics' or other lien) security interest in the
Owner Trust Estate.

     SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver


                                      47
<PAGE>

to the Indenture Trustee on or before March 31 of each year, commencing March
31, 2002 and otherwise in compliance with the requirements of TIA Section
314(a)(4), an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that:

     (a) a review of the activities of the Issuer during such year and of
performance under this Indenture has been made under such Authorized Officer's
supervision; and

     (b) to the best of such Authorized Officer's knowledge, based on such
review, the Issuer has complied with all conditions and covenants in all
material respects under this Indenture throughout such year, or, if there has
been a default in the compliance of any such condition or covenant, specifying
each such default known to such Authorized Officer and the nature and status
thereof.

     SECTION 3.10. The Issuer May Consolidate, Etc. Only on Certain Terms.
(a)The Issuer shall not consolidate or merge with or into any other Person,
unless

          (i) the Person (if other than the Issuer) formed by or surviving
     such consolidation or merger shall be a Person organized and existing
     under the laws of the United States of America or any State thereof and
     shall expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Indenture Trustee, in form satisfactory to the Indenture
     Trustee, the due and punctual payment of the principal of and interest on
     all the Notes and the performance or observance of every agreement and
     covenant of this Indenture on the part of the Issuer to be performed or
     observed, all as provided herein;

          (ii) immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

          (iv) the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse tax consequence
     to the Issuer or any Noteholder;

          (v) such entity is not subject to regulation as an "investment
     company" within the meaning of the Investment Company Act of 1940, as
     amended;

          (vi) any action as is necessary to maintain the lien and security
     interest created by this Indenture shall have been taken; and


                                      48
<PAGE>

          (vii) the Issuer shall have delivered to the Indenture Trustee an
     Officer's Certificate and an Opinion of Counsel each stating that such
     consolidation or merger and such supplemental indenture comply with this
     Section 3.10 and that all conditions precedent herein provided for
     relating to such transaction have been complied with (including any
     filing required by the Exchange Act).

     (b) Except as otherwise expressly permitted by this Indenture or the
other Basic Documents, the Issuer shall not convey or transfer all or
substantially all of its properties or assets, including those included in the
Owner Trust Estate, to any Person, unless:

          (i) the Person that acquires by conveyance or transfer the
     properties and assets of the Issuer the conveyance or transfer of which
     is hereby restricted shall (A) be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State thereof, (B) expressly assume, by an indenture supplemental
     hereto, executed and delivered to the Indenture Trustee, in form
     satisfactory to the Indenture Trustee, the due and punctual payment of
     the principal of and interest on all the Notes and the performance or
     observance of every agreement and covenant of this Indenture on the part
     of the Issuer to be performed or observed, all as provided herein, (C)
     expressly agree by means of such supplemental indenture that all right,
     title and interest so conveyed or transferred shall be subject and
     subordinate to the rights of the Holders of the Notes, (D) unless
     otherwise provided in such supplemental indenture, expressly agree to
     indemnify, defend and hold harmless the Issuer against and from any loss,
     liability or expense arising under or related to this Indenture and the
     Notes and (E) expressly agree by means of such supplemental indenture
     that such Person (or if a group of persons, then one specified Person)
     shall prepare (or cause to be prepared) and make all filings with the
     Commission (and any other appropriate Person) required by the Exchange
     Act in connection with the Notes;

          (ii) immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

          (iv) the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse tax consequence
     to the Issuer or any Noteholder;

          (v) any action as is necessary to maintain the lien and security
     interest created by this Indenture shall have been taken; and


                                      49
<PAGE>

          (vi) the Issuer shall have delivered to the Indenture Trustee an
     Officers' Certificate and an Opinion of Counsel each stating that such
     conveyance or transfer and such supplemental indenture comply with this
     Section 3.10 and that all conditions precedent herein provided for
     relating to such transaction have been complied with (including any
     filing required by the Exchange Act).

     SECTION 3.11. Successor or Transferee. (a)Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by
or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such Person had
been named as the Issuer herein.

     (b) Upon a conveyance or transfer of all the assets and properties of the
Issuer in accordance with Section 3.10(b), Chase Credit Card Owner Trust
2001-5 and the Owner Trustee will be released from every covenant and
agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee from the Person acquiring such assets and
properties stating that Chase Credit Card Owner Trust 2001-5 and the Owner
Trustee are to be so released.

     SECTION 3.12. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Series Certificate in the manner contemplated by this Indenture and the other
Basic Documents, issuing the Notes, making payments thereon, and such other
activities that are necessary, suitable or desirable to accomplish the
foregoing or are incidental to the purposes as set forth in Section 2.3 of the
Trust Agreement.

     SECTION 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for money borrowed in respect of the Notes or in
accordance with the Basic Documents.

     SECTION 3.14. Administrator's Obligations. The Issuer shall use its best
efforts to cause the Administrator to comply with the Deposit and
Administration Agreement.

     SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Deposit and Administration Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuming
another's payment or performance on any obligation or capability of so doing
or otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations, assets


                                      50
<PAGE>

or securities of, or any other interest in, or make any capital contribution
to, any other Person.

     SECTION 3.16. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty) other than the purchase of the Series
Certificate and related property pursuant to the Deposit and Administration
Agreement.

     SECTION 3.17. Restricted Payments. The Issuer shall not, directly or
indirectly, (a) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer, (b) redeem, purchase, retire, or otherwise
acquire for value any such ownership or equity interest or security or (c) set
aside or otherwise segregate any amounts for any such purpose; provided that
the Issuer may make, or cause to be made, distributions to the Depositor, the
Owner Trustee, the Administrator, the Indenture Trustee, Chase USA and the
Noteholders as permitted by, and to the extent funds are available for such
purpose under, the Basic Documents. The Issuer will not, directly or
indirectly, make payments to or distributions from the Note Distribution
Account except in accordance with this Indenture and the other Basic
Documents.

     SECTION 3.18. Notice of Events of Default. The Issuer agrees to give the
Indenture Trustee and the Note Rating Agencies prompt (and in any event within
five Business Days) written notice of each Event of Default, Master Trust
Servicer Default and each default on the part of the Depositor of its
obligations under the Deposit and Administration Agreement.

     SECTION 3.19. Further Instruments and Acts. The Issuer will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this
Indenture.

     SECTION 3.20. Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection
with such removal.

     SECTION 3.21. Representations and Warranties of the Issuer with Respect
to the Series Certificate. The Issuer hereby represents and warrants to the
Indenture Trustee that as of the date hereof:

     (a) Valid Security Interest. This Indenture creates a valid and
continuing security interest (as defined in the applicable UCC) in the Series
Certificate in favor of the Indenture Trustee which security interest is prior
to all other liens and is enforceable as such


                                      51
<PAGE>

against the creditors of and purchasers from the Issuer.

     (b) Certificated Security. The Series Certificate constitutes a
"certificated security" within the meaning of the applicable UCC.

     (c) Good Title. Prior to the pledge to the Indenture Trustee, the Issuer
owns and has good and marketable title to the Series Certificate free and
clear of any Lien, claim or encumbrance of any Person.

     (d) Delivery. The sole original Series Certificate has been delivered to
the Indenture Trustee with an undated bond power covering the Series
Certificate, duly executed by the Issuer and endorsed in blank.

     (e) No Other Pledge. Other than the security interested granted to the
Indenture Trustee pursuant to this Indenture, the Issuer has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed the
Series Certificate. The Issuer has not authorized the filing of and is not
aware of any financing statements against the Issuer that include a
description of collateral covering the Series Certificate other than any
financing statement relating to the security interest granted to the Indenture
Trustee hereunder. The Issuer is not aware of any judgment or tax lien filings
against the Issuer. The Series Certificate has no marks or notations
indicating that it has been pledged, assigned or otherwise conveyed by the
Issuer to any Person other than the Indenture Trustee.


                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

     SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (a)
rights of registration of transfer and exchange, (b) substitution of
mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to
receive payments of principal thereof and interest thereon, (d) Sections 3.2,
3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.15, 3.16 and 3.18, (e) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Section 4.2 and (f) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when,


                                      52
<PAGE>

          (i) either:

               (A) all Notes theretofore authenticated and delivered (other
          than (1) the Notes that have been destroyed, lost or stolen and that
          have been replaced or paid as provided in Section 2.5 and (2) the
          Notes for which payment money has theretofore been deposited in
          trust or segregated and held in trust by the Issuer and thereafter
          repaid to the Issuer or discharged from such trust, as provided in
          Section 3.3) have been delivered to the Indenture Trustee for
          cancellation;

               (B) all Notes not theretofore delivered to the Indenture
          Trustee for cancellation have become due and payable and the Issuer
          has irrevocably deposited or caused to be irrevocably deposited with
          the Indenture Trustee cash or direct obligations of or obligations
          guaranteed by the United States of America (which will mature prior
          to the date such amounts are payable), in trust for such purpose, in
          an amount sufficient to pay and discharge the entire unpaid
          principal and accrued interest on such Notes not theretofore
          delivered to the Indenture Trustee for cancellation when due on
          their respective Scheduled Payment Dates, Note Maturity Date or
          Redemption Date (if the Notes shall have been called for redemption
          pursuant to Section 10.1);

          (ii) the Issuer has paid or caused to be paid all other sums payable
     hereunder by the Issuer; and

          (iii) the Issuer has delivered to the Indenture Trustee an Officer's
     Certificate, an Opinion of Counsel and (if required by the TIA or the
     Indenture Trustee) an Independent Certificate from a firm of certified
     public accountants, each meeting the applicable requirements of Section
     11.1 and each stating that all conditions precedent herein provided for
     relating to the satisfaction and discharge of this Indenture have been
     complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of Issuer to the Indenture Trustee under Section 6.7 and, if money
shall have been deposited with the Indenture Trustee pursuant to subclause (B)
of clause (i) of this Section, the obligations of Indenture Trustee under
Section 4.2 and the last paragraph of Section 3.3 shall survive such
satisfaction and discharge.

     SECTION 4.2. Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.1(i)(B) shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Holders of the


                                      53
<PAGE>

particular Notes for the payment or redemption of which such moneys have been
deposited with the Indenture Trustee, of all sums due and to become due
thereon for principal and interest; but such moneys need not be segregated
from other funds except to the extent required herein or in the Deposit and
Administration Agreement or required by law.

     SECTION 4.3. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Trustee
under the provisions of this Indenture with respect to such Notes shall, upon
demand of the Issuer, be paid to the Indenture Trustee to be held and applied
according to Section 3.3 and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

     SECTION 4.3. No Revocation or Termination of Issuer Without Noteholder
Approval. Notwithstanding anything herein to the contrary, in no event shall
the Indenture Trustee consent to the termination or revocation of the Issuer
pursuant to Section 8.1 of the Trust Agreement without the consent of the
Holders of a majority of the Outstanding Amount of the Notes, by Act of such
Holders delivered to the Issuer and the Indenture Trustee.


                                  ARTICLE V
                                   REMEDIES

     SECTION 5.1. Events of Default. "Event of Default", wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

     (a) the failure by the Issuer to pay the outstanding principal amount of
any Class of Notes in full on the Note Maturity Date;

     (b) a failure by the Issuer to pay any interest on any of the Notes on
any Payment Date, and such failure shall continue for 35 days;

     (c) an Insolvency Event occurs related to the Issuer;

     (d) failure on the part of the Issuer duly to observe or perform in any
material respect any covenants or agreements of the Issuer set forth herein,
which failure has a material adverse effect on the Noteholders and which
continues unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied,


                                      54
<PAGE>

shall have been given to the Issuer by the Administrator or the Indenture
Trustee, or to the Issuer and the Indenture Trustee by the Holders of Notes
representing an Outstanding Amount aggregating more than 50 % of the
Outstanding Amount of the Notes and continues to affect materially and
adversely the interests of the Noteholders for such period; and

     (e) the Issuer is subject to regulation as an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

     SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default shall occur and be continuing, then and in every such case
the Indenture Trustee or the Holders of the Notes representing not less than a
majority of the Outstanding Amount of the Notes may declare all the Notes to
be immediately due and payable, by a notice in writing to the Issuer (and to
the Indenture Trustee if given by the Noteholders), and upon any such
declaration the unpaid principal amount of such Notes, together with accrued
and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

     At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V; provided,
the Holders of the Notes representing a majority of the Outstanding Amount of
the Notes, by written notice to the Issuer and the Indenture Trustee, may
rescind and annul such declaration and its consequences; provided, that, no
such rescission shall affect any subsequent default or impair any right
consequent thereto.

     SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by the
Indenture Trustee. (a)The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues beyond the grace period specified herein for such
payment, or (ii) default is made in the payment of the principal of any Note
when the same becomes due and payable, the Issuer will, upon demand of the
Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the
whole amount then due and payable on such Notes for principal and interest,
with interest upon the overdue principal, and, to the extent payment at such
rate of interest shall be legally enforceable, upon overdue installments of
interest, at the rate borne by the Notes.

     (b) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and
collect in the manner provided by law out of the property of the Issuer or
other obligor upon such Notes, wherever situated, the moneys adjudged or


                                      55
<PAGE>

decreed to be payable.

     (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders,
by such appropriate proceedings as the Indenture Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or
by law.

     (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest
in the Owner Trust Estate, proceedings under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in the case of any other comparable judicial proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention
in such proceedings or otherwise:

          (i) to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Notes and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Indenture Trustee (including any claim
     for reasonable compensation to the Indenture Trustee and each predecessor
     Indenture Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Indenture Trustee and each predecessor Indenture
     Trustee, except as a result of negligence, bad faith or willful
     misconduct) and of the Noteholders allowed in such proceedings;

          (ii) unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of the Notes in any election of a trustee, a
     standby trustee or person performing similar functions in any such
     proceedings;

          (iii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute all amounts received
     with respect to the claims of the Noteholders and of the Indenture
     Trustee on their behalf; and


                                      56
<PAGE>

          (iv) to file such proofs of claim and other papers or documents as
     may be necessary or advisable in order to have the claims of the
     Indenture Trustee or the Holders of the Notes allowed in any judicial
     proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture
Trustee shall consent to the making of payments directly to such Noteholders,
to pay to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of
negligence or willful misconduct.

     (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Notes.

     (g) In any proceedings brought by the Indenture Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary
to make any Noteholder a party to any such proceedings.

     SECTION 5.4. Remedies; Priorities. (a)If an Event of Default shall have
occurred and be continuing and the Notes have been accelerated under Section
5.2, the Indenture Trustee may do one or more of the following (subject to
Section 5.5):

          (i) institute proceedings in its own name and as trustee of an
     express trust


                                      57
<PAGE>

for the collection of all amounts then payable on the Notes or under this
Indenture with respect thereto, whether by declaration or otherwise, enforce
any judgment obtained, and collect from the Issuer and any other obligor upon
such Notes moneys adjudged due;

          (ii) institute proceedings from time to time for the complete or
     partial foreclosure of this Indenture with respect to the Owner Trust
     Estate;

          (iii) exercise any remedies of a secured party under the Relevant
     UCC and take any other appropriate action to protect and enforce the
     rights and remedies of the Indenture Trustee and the Holders of the
     Notes; and

          (iv) sell the Owner Trust Estate or any portion thereof or rights or
     interest therein, at one or more public or private sales called and
     conducted in any manner permitted by law, provided that none of Chase
     USA, any of its Affiliates or any agent of Chase USA shall be permitted
     to purchase the Owner Trust Estate or any portion thereof or rights or
     interest therein;

provided that the Indenture Trustee may not sell or otherwise liquidate the
Owner Trust Estate following an Event of Default, unless (A) the Holders of
100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds
of such sale or liquidation distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid upon such Notes for
principal and interest and the sum of the Class A Note Principal Balance,
Class B Note Principal Balance and Class C Note Principal Balance plus accrued
interest thereon, or (C)(1) there has been an Event of Default described in
Section 5.1(a) or (b), (2) the Indenture Trustee determines that the Owner
Trust Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared due and payable, and (3) the Indenture Trustee
obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the
Notes. In determining such sufficiency or insufficiency with respect to
clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Owner Trust Estate for such purpose. In addition, the
Indenture Trustee may sell or otherwise liquidate the portion of the Owner
Trust Estate consisting of the Series Certificate only in accordance with and
upon satisfaction of the requirements of Section 16 of the Series Supplement.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out such money or property held as Collateral for
the benefit of the Noteholders in the following order:


                                      58
<PAGE>

          FIRST: to Holders of the Class A Notes for amounts due and unpaid on
     the Class A Notes for interest and principal, ratably, without preference
     or priority of any kind, according to the amounts due and payable on the
     Class A Notes for interest and principal;

          SECOND: to Holders of the Class B Notes for amounts due and unpaid
     on the Class B Notes for interest and principal, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on the Class B Notes for interest and principal;

          THIRD: to Holders of the Class C Notes for amounts due and unpaid on
     the Class C Notes for interest and principal, ratably, without preference
     or priority of any kind, according to the amounts due and payable on the
     Class C Notes for interest and principal;

          FOURTH: to the Issuer for payment of all liabilities of the Issuer
     in accordance with the Basic Documents and applicable law; and

          FIFTH: to the Certificateholders.

     The Indenture Trustee may, upon notification to the Issuer, fix a record
date and payment date for any payment to Noteholders pursuant to this Section.
At least fifteen (15) days before such record date, the Indenture Trustee
shall mail or send by facsimile to each Noteholder a notice that states the
record date, the payment date and the amount to be paid.

     SECTION 5.5. Optional Preservation of the Owner Trust Estate. If the
Notes have been declared to be due and payable under Section 5.2 following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Owner Trust Estate. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for the
payment of principal of and interest on the Notes, and the Indenture Trustee
shall take such desire into account when determining whether to maintain
possession of the Owner Trust Estate. In determining whether to maintain
possession of the Owner Trust Estate, the Indenture Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Owner Trust Estate for such purpose.

     SECTION 5.6. Limitation of Suits. No Holder of any Note shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


                                      59
<PAGE>

     (a) such Holder has previously given written notice to the Indenture
Trustee of a continuing Event of Default;

     (b) the Holders of not less than 25% of the Outstanding Amount of the
Notes have made written request to the Indenture Trustee to institute such
proceeding in respect of such Event of Default in its own name as the
Indenture Trustee hereunder;

     (c) such Holder or Holders have offered to the Indenture Trustee
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;

     (d) the Indenture Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute such proceedings; and

     (e) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of a majority
of the Outstanding Amount of the Notes;

it being understood and intended that no one or more Holders of the Notes
shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other Holders of the Notes or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided.

     In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of the
Notes, each representing less than a majority of the Outstanding Amount of the
Notes, the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this
Indenture.

     SECTION 5.7. Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

     SECTION 5.8. Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this


                                      60
<PAGE>

Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the
Noteholders shall continue as through no such proceeding had been instituted.

     SECTION 5.9. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.10. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

     SECTION 5.11. Control by Noteholders. The Holders of a majority of the
Outstanding Amount of the Notes shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that

     (a) such direction shall not be in conflict with any rule of law or with
this Indenture;

     (b) subject to the express terms of Section 5.4, any direction to the
Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the
Holders of the Notes representing not less than 100% of the Outstanding Amount
of the Notes;

     (c) if the conditions set forth in Section 5.5 have been satisfied and
the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such
Section, then any direction to the Indenture Trustee by Holders of the Notes
representing less than 100% of the Outstanding Amount of the Notes to sell or
liquidate the Owner Trust Estate shall be of no force and effect;


                                      61
<PAGE>

     (d) the Indenture Trustee may take any other action deemed necessary by
the Indenture Trustee that is not inconsistent with such direction; and

     (e) such direction shall be in writing;

provided, further, that, subject to Section 6.1, the Indenture Trustee need
not take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to
such action.

     SECTION 5.12. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of the Notes of not less than a majority of the Outstanding Amount of
the Notes may, on behalf of all such Holders, waive any past Default or Event
of Default and its consequences except a Default (a) in payment of principal
of or interest on any of the Notes or (b) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of
the Holder of each Note. In the case of any such waiver, the Issuer, the
Indenture Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereto.

     Upon any such waiver, such Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto. The Issuer shall give prompt written notice of any waiver to the Note
Rating Agencies.

     SECTION 5.13. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as the Indenture Trustee, the filing by any party litigant in
such Proceeding of an undertaking to pay the costs of such Proceeding, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
Proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by any Noteholder or group of Noteholders, in each case holding in
the aggregate more than 10% of the Outstanding Amount of the Notes, or (c) any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of redemption,
on or


                                      62
<PAGE>

after the Redemption Date).

     SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the Indenture Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

     SECTION 5.15. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights
or remedies of the Indenture Trustee or the Noteholders shall be impaired by
the recovery of any judgment by the Indenture Trustee against the Issuer or by
the levy of any execution under such judgment upon any portion of the Owner
Trust Estate or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.04(b).

     SECTION 5.16. Performance and Enforcement of Certain Obligations. (a)The
Issuer agrees to take all such lawful action as is necessary to compel or
secure the performance and observance by the Depositor and the Administrator,
as applicable, of each of their respective obligations to the Issuer under or
in connection with the Deposit and Administration Agreement in accordance with
the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the
Deposit and Administration Agreement, including the transmission of notices of
default on the part of the Depositor or the Administrator thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor or the Administrator of each of their
respective obligations under the Deposit and Administration Agreement.

     (b) If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and, at the direction (which direction shall be in writing and
which may be via facsimile) of the Holders of 66-2/3% of the Outstanding
Amount of the Notes shall, foreclose upon its security interest in the
Issuer's rights under the Deposit and Administration Agreement and exercise
all rights, remedies, powers, privileges and claims of the Issuer against the
Depositor or the Administrator under or in connection with the Deposit and
Administration Agreement, including the right or power to take any action to
compel or secure performance or observance by the Depositor or the
Administrator of each of their respective obligations to


                                      63
<PAGE>

the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Deposit and Administration Agreement,
and any right of the Issuer to take such action shall be suspended.


                                  ARTICLE VI

                            THE INDENTURE TRUSTEE

     SECTION 6.1. Duties of the Indenture Trustee. (a)The Indenture Trustee,
both prior to and after the occurrence of an Event of Default, shall undertake
to perform such duties and only such duties as are specifically set forth in
this Indenture and the Deposit and Administration Agreement. If an Event of
Default actually known to the Indenture Trustee has occurred and is
continuing, the Indenture Trustee shall exercise the rights and powers vested
in it by this Indenture and the Deposit and Administration Agreement and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs; provided, however, that if the Indenture Trustee shall assume the
duties of the Administrator pursuant to Section 5.2 of the Deposit and
Administration Agreement, the Indenture Trustee in performing such duties
shall use the degree of skill and attention customarily exercised by an
administrator with respect to a similar trust estate that it administers for
itself.

     The Indenture Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders, or other instruments
furnished to the Indenture Trustee that shall be specifically required to be
furnished pursuant to any provision of this Indenture or the Deposit and
Administration Agreement, shall examine them to determine whether they
substantially conform to the requirements of this Indenture or the Deposit and
Administration Agreement; provided, however, that the Indenture Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Administrator to the Indenture Trustee pursuant to this
Indenture or the Deposit and Administration Agreement and the Indenture
Trustee need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein.

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

          (i) prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default, the Indenture Trustee undertakes to
     perform such duties and only such duties as are specifically set forth in
     this Indenture and the Deposit and


                                      64
<PAGE>

     Administration Agreement, and no implied covenants or obligations shall
     be read into this Indenture or the Deposit and Administration Agreement
     against the Indenture Trustee, and in the absence of bad faith on its
     part or manifest error, the Indenture Trustee may conclusively rely, as
     to the truth of the statements and the correctness of the opinions
     expressed therein, upon certificates or opinions furnished to the
     Indenture Trustee and conforming to the requirements of this Indenture or
     the Deposit and Administration Agreement;

          (ii) The Indenture Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer unless it is proved
     that the Indenture Trustee was negligent in ascertaining the pertinent
     facts nor shall the Indenture Trustee be liable with respect to any
     action it takes or omits to take in good faith in accordance with this
     Indenture or in accordance with a direction received by it pursuant to
     Section 5.11; and

          (iii) the Indenture Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance
     with the direction of the Holders of a majority in principal amount of
     the Notes or Certificates, determined as provided in Sections 2.1, 2.4
     and 5.12, relating to the time, method and place of conducting any
     proceeding for any remedy available to the Indenture Trustee, or
     exercising any trust or power conferred upon the Indenture Trustee, under
     this Indenture with respect to the Notes or Certificates.

     (c) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuer.

     (d) Money held in trust by the Indenture Trustee need not be segregated
from other funds except to the extent required by law or the terms of this
Indenture or the Deposit and Administration Agreement.

     (e) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it, and none of the provisions contained in this
Indenture shall in any event require the Indenture Trustee to perform, or be
responsible for the manner of performance of, any of the obligations of the
Administrator (including its obligations as custodian) under this Indenture
except during such time, if any, as the Indenture Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Administrator in accordance with the terms of the Deposit and
Administration Agreement.


                                      65
<PAGE>

     (f) The Indenture Trustee shall not be charged with knowledge of an Event
of Default until such time as a Responsible Officer shall have actual
knowledge or have received written notice thereof.

     (g) Except for actions expressly authorized by this Indenture or, based
upon an Opinion of Counsel, in the best interests of the Noteholders, the
Indenture Trustee shall take no action reasonably likely to impair the
security interests created or existing under any asset which is part of the
Collateral or to impair the value of any asset which is part of the
Collateral.

     (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of
the TIA.

     SECTION 6.2. Rights of the Indenture Trustee. (a)The Indenture Trustee
may conclusively rely on any document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the
proper person. The Indenture Trustee need not investigate any fact or matter
stated in the document.

     (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Opinion of Counsel. The Indenture Trustee shall not be liable for
any action it takes, suffers or omits to take in good faith in reliance on the
Opinion of Counsel.

     (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder. The Indenture Trustee shall have no duty to monitor
the performance of the Issuer.

     (d) The Indenture Trustee shall not be personally liable for any action
it takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, that the Indenture Trustee's conduct
does not constitute willful misconduct, negligence or bad faith.

     (e) The Indenture Trustee may consult with counsel of its own selection,
and the written advice or opinion of counsel with respect to legal matters
relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
written advice or opinion of such counsel. A copy of such written advice or
Opinion of Counsel shall be provided to the Depositor, the Administrator and
the Note


                                      66
<PAGE>

Rating Agencies.

     (f) Prior to the occurrence of an Event of Default and after the curing
of all Events of Default that may have occurred, the Indenture Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, or other paper or document, unless
requested in writing to do so by Holders of the Notes evidencing not less than
25% of the Outstanding Amount of the Notes; provided, however, that if the
payment within a reasonable time to the Indenture Trustee of the costs,
expenses, or liabilities likely to be incurred by it in the making of such
investigation shall be, in the opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by
the terms of this Indenture, the Indenture Trustee may require reasonable
indemnity satisfactory to it against such cost, expense, or liability or
payment of such expenses as a condition precedent to so proceeding. If the
Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney at the sole cost of the
Issuer and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation. Nothing in this clause (f) shall
affect the obligation of the Issuer or the Administrator to observe any
applicable law prohibiting disclosure of information regarding the obligors.

     (g) The Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such
Holders shall have offered to the Indenture Trustee security or indemnity
satisfactory to the Indenture Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

     (h) The Indenture Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Indenture
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Indenture Trustee at the
Corporate Trust Office of the Indenture Trustee, and such notice references
the Notes and Certificate and this Indenture.

     (i) The rights, privileges, protections, immunities and benefits given
the Indenture Trustee, including, without limitation, its right to be
indemnified are extended to, and shall be enforceable by, the Indenture
Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.

     SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or
pledgee of the Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not the Indenture Trustee;
provided, however, that the Indenture Trustee shall take no


                                      67
<PAGE>

such action that shall cause it to no longer meet the requirements of Rule
3(a)-7(a)(4)(i) under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). Any Paying Agent, the Note Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Indenture
Trustee must comply with Sections 6.11 and 6.12.

     SECTION 6.4. The Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, shall not be accountable for the
Issuer's use of the proceeds from the Notes, and shall not be responsible for
any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee's certificate of authentication.

     SECTION 6.5. Notice of Defaults. If a Default occurs and is continuing
and if it is either actually known or written notice of the existence thereof
has been delivered to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within
90 days after such knowledge or notice occurs. Except in the case of a Default
in accordance with the provisions of Section 313(c) of the TIA in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interest of the
Noteholders.

     SECTION 6.6. Reports by the Indenture Trustee to Holders. Within the
prescribed period of time for tax reporting purposes after the end of each
calendar year during the term of this Indenture, the Indenture Trustee shall
deliver to each Noteholder such information as may be reasonably required to
enable such Holder to prepare its United States federal, state and local
income or franchise tax returns for such calendar year.

     SECTION 6.7. Compensation and Indemnity. The Issuer shall cause the
Administrator pursuant to the Deposit and Administration Agreement to pay to
the Indenture Trustee from time to time such compensation as agreed upon from
time to time for its services. The Indenture Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Issuer shall cause the Administrator pursuant to the Deposit and
Administration Agreement to reimburse the Indenture Trustee for all
out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services. Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall
cause the Administrator pursuant to the Deposit and Administration Agreement
to fully indemnify the Indenture Trustee and any predecessor Indenture Trustee
against any and all loss, liability, claim, damage or expense (including the
fees and expenses of either in-house counsel or outside counsel, but not both)
incurred by it in


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connection with the acceptance and administration of this trust including
costs and expenses of defending itself against any claim (whether asserted by
the Issuer or any Holder or any other Person) or liability in connection with
the performance of its duties hereunder. The Indenture Trustee shall, upon a
Responsible Officer obtaining actual knowledge thereof, notify the Issuer and
the Administrator promptly of any claim for which it may seek indemnity.

     The Administrator's payment obligations to the Indenture Trustee pursuant
to this Section shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified
in Section 5.1(d) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar
law.

     Notwithstanding anything herein to the contrary, the Indenture Trustee's
right to enforce any of the Administrator's payment obligations pursuant to
this Section 6.7 shall be subject to the provisions of Section 11.16 and
Section 11.17.

     SECTION 6.8. Replacement of the Indenture Trustee. (a)The Indenture
Trustee may give notice of its intent to resign at any time by so notifying
the Issuer. The Holders of a majority in Outstanding Amount of the Notes may
remove the Indenture Trustee by so notifying the Indenture Trustee and may
appoint a successor Indenture Trustee. The Issuer shall remove the Indenture
Trustee if:

          (i) the Indenture Trustee fails to comply with Section 6.11;

          (ii) the Indenture Trustee is adjudged bankrupt or insolvent;

          (iii) a receiver or other public officer takes charge of the
     Indenture Trustee or its property; or

          (iv) the Indenture Trustee otherwise becomes incapable of acting.

     (b) If the Indenture Trustee gives notice of its intent to resign or is
removed or if a vacancy exists in the office of the Indenture Trustee for any
reason (the Indenture Trustee in such event being referred to herein as the
retiring Indenture Trustee), the Issuer shall promptly appoint a successor
Indenture Trustee.

     (c) A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee and to the Issuer and
thereupon the resignation or removal of the Indenture Trustee shall become
effective, and the successor Indenture


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Trustee, without any further act, deed or conveyance shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture. The
successor Indenture Trustee shall mail a notice of its succession to
Noteholders. The retiring Indenture Trustee shall promptly transfer all
property held by it as the Indenture Trustee to the successor Indenture
Trustee.

     (d) If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee gives notice of its intent to resign or
is removed, the retiring Indenture Trustee, the Issuer or the Holders of a
majority in Outstanding Amount of the Notes may petition at the expense of the
Issuer any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.

     (e) If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

     (f) Any resignation or removal of the Indenture Trustee and appointment
of a successor Indenture Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the
successor Indenture Trustee pursuant to Section 6.8(c) and payment of all fees
and expenses owed to the outgoing Indenture Trustee.

     (g) Notwithstanding the resignation or removal of the Indenture Trustee
pursuant to this Section, the Issuer's and the Administrator's obligations
under Section 6.7 shall continue for the benefit of the retiring Indenture
Trustee. The Indenture Trustee shall not be liable for the acts or omissions
of any successor Indenture Trustee.

     SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee.
The Indenture Trustee shall provide the Issuer and the Note Rating Agencies
prior written notice of any such transaction.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor Indenture Trustee, and
deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor Indenture Trustee may
authenticate such Notes either in the name of any predecessor Indenture
Trustee hereunder or in the name of the successor Indenture Trustee; and in
all such cases such certificate of authentication shall have


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the same full force as is provided anywhere in the Notes or in this Indenture
with respect to the certificate of authentication of the Indenture Trustee.

     SECTION 6.10. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Issuer may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint
one or more Persons to act as a co-trustee or co-trustees, or separate trustee
or separate trustees, of all or any part of the Issuer, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Issuer, or any part hereof, and, subject to the other
provisions of this Section, such power, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable. The
Administrator will pay all reasonable fees and expenses of any co-trustee or
co-trustees or separate trustee or separate trustees. The appointment of any
separate trustee or co-trustee shall not absolve the Indenture Trustee of its
obligations under this Indenture. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as an Indenture Trustee
under Section 6.11, and no notice to the Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.8.

     (b) Every 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 Indenture Trustee shall be conferred or imposed upon and
     exercised or performed by the Indenture 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 Indenture
     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 Indenture 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 the Owner Trust Estate
     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 Indenture Trustee;

          (ii) no trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder, including acts or
     omissions of predecessor or successor trustees; and

          (iii) the Indenture Trustee may at any time accept the resignation
     of or remove any separate trustee or co-trustee.


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<PAGE>

     (c) Any notice, request or other writing given to the Indenture 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 Indenture
and the conditions of this Article VI. 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 Indenture Trustee or separately, as may be provided therein, subject to
all the provisions of this Indenture, specifically including every provision
of this Indenture relating to the conduct of, affecting the liability of, or
affording protection to, the Indenture Trustee. Every such instrument shall be
filed with the Indenture Trustee (with a copy given to the Issuer).

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee 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 Indenture on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

     SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA SS 310(a). The Indenture Trustee
shall at all times meet the requirements of Rule 3(a)-7(a)(4)(i) under the
Investment Company Act and shall not provide credit or credit enhancement to
the Issuer. The Indenture Trustee shall have a combined capital and surplus of
at least $150,000,000 as of the last day of the most recent fiscal quarter for
such institution and shall be subject to examination or supervision by federal
or state authorities. The Indenture Trustee shall not be an Affiliate of the
Issuer, the Transferor, the Administrator or the Servicer. The long-term
unsecured debt of the Indenture Trustee shall at all times be rated not lower
than "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and "Baa3" by
Moody's or such other ratings as are acceptable to the Note Rating Agencies.
The Indenture Trustee shall comply with TIA SS 310(b), including the optional
provision permitted by the second sentence of TIA SS 310(b)(9); provided that
there shall be excluded from the operation of TIA SS 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in the TIA SS 310(b)(1) are met.

     SECTION 6.12. Preferential Collection of Claims Against the Issuer. The
Indenture Trustee shall comply with TIA SS 311(a), excluding any creditor
relationship listed in TIA SS 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA SS 311(a) to the extent indicated therein.


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<PAGE>

                                 ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.1. The Issuer To Furnish the Indenture Trustee Names and
Addresses of the Noteholders. The Issuer will furnish or cause to be furnished
to the Indenture Trustee (a) not more than five days after each Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the
names and addresses of the Holders as of such Record Date and (b) at such
other times as the Indenture Trustee may request in writing, within 14 days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished, provided that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished.

     SECTION 7.2. Preservation of Information; Communications to the
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as
provided in Section 7.1 or, if the Indenture Trustee is acting as Note
Registrar, the names and addresses of the Holders of Notes received by the
Indenture Trustee in its capacity as the Note Registrar. The Indenture Trustee
may destroy any list furnished to it as provided in such Section 7.1 upon
receipt of a new list so furnished.

     (b) The Noteholders may communicate pursuant to TIA SS 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes. Upon the issuance of Definitive Notes, three or more holders of the
Notes (each of whom has owned a Note for at least six months) may, by written
request to the Indenture Trustee pursuant to the terms of the Indenture,
obtain access to the list of all Noteholders maintained by the Indenture
Trustee for the purpose of communicating with other Noteholders with respect
to their rights under the Indenture or the Notes. The Indenture Trustee may
elect not to afford the requesting Noteholders access to the list of such
Noteholders if it agrees to mail the desired communication or proxy, on behalf
and at the expense of the requesting Noteholders, to all Noteholders of
record.

     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have
the protection of TIA SS 312(c).

     SECTION 7.3. Reports by the Administrator. On or prior to each Transfer
Date, the Administrator will provide to the Indenture Trustee for the
Indenture Trustee to forward to each Noteholder of record, and to the Owner
Trustee, a statement setting forth (to the extent applicable) the following
information as to the Notes with respect to the related Payment Date or the
period since the previous Payment Date, as applicable:


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          (i) the amount of the distribution allocable to principal of the
     Notes;

          (ii) the amount of the distribution allocable to interest on or with
     respect to the Notes;

          (iii) the aggregate outstanding principal balance of the Notes after
     giving effect to all payments reported under clause (i) above on such
     date; and

          (iv) the amount on deposit in a Owner Trust Spread Account, if any,
     on such Payment Date, after giving effect to all transfers and
     withdrawals therefrom and all transfers and deposits thereto on such
     Payment Date, and the amount required to be on deposit in the Owner Trust
     Spread Account on such date.

     Each amount set forth pursuant to clauses (i) and (ii) above will be
expressed as a dollar amount per $1,000 of the initial principal balance of
the Notes.

     SECTION 7.4. Reports by the Issuer. (a) The Issuer shall:

          (i) file with the Indenture Trustee within 15 days after the Issuer
     is required to file the same with the Commission, copies of any annual
     reports and of any information, documents and other reports (or copies of
     such portions of any of the foregoing as the Commission may from time to
     time by rules and regulations prescribe) which the Issuer may be required
     to file with the Commission pursuant to Section 13 or 15(d) of the
     Exchange Act;

          (ii) file with the Indenture Trustee and the Commission in
     accordance with rules and regulations prescribed from time to time by the
     Commission such additional information, documents and reports with
     respect to compliance by the Issuer with the conditions and covenants of
     this Indenture as may be required from time to time by such rules and
     regulations; and

          (iii) supply to the Indenture Trustee (and the Indenture Trustee
     shall transmit by mail to all Noteholders described in TIA SS 313(c))
     such summaries of any information, documents and reports required to be
     filed by the Issuer pursuant to clauses (i) and (ii) of this Section
     7.4(a) as may be required by rules and regulations prescribed from time
     to time by the Commission.

     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on December 31 of each year.

     SECTION 7.5. Reports by the Indenture Trustee. Within 60 days after each


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<PAGE>

July 15, beginning with July 15, 2002 the Indenture Trustee shall mail to each
Noteholder as required by TIA SS 313(c) a brief report dated as of such date
that complies with TIA SS 313(a). The Indenture Trustee also shall comply with
TIA SS 313(b). A copy of each report at the time of its mailing to Noteholders
shall be filed by the Indenture Trustee with the Commission and each stock
exchange, if any, on which the Notes are listed. The Issuer shall notify the
Indenture Trustee if and when the Notes are listed on any stock exchange or
delisted therefrom. On each Payment Date, the Indenture Trustee shall include
with each payment to each Noteholder a copy of the statement for the related
Monthly Period provided to the Indenture Trustee pursuant to subsection 4.1(d)
of the Deposit and Administration Agreement.


                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

     SECTION 8.1. Collection of Money. Except as otherwise provided herein,
the Indenture Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent
or other intermediary, all money and other property payable to or receivable
by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee
shall apply all such money received by it as provided in this Indenture and
the Deposit and Administration Agreement. Except as otherwise provided in this
Indenture, if any default occurs in the making of any payment or performance
under any agreement or instrument that is part of the Owner Trust Estate, the
Indenture Trustee may take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of
appropriate proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any
right to proceed thereafter as provided in Article V.

     SECTION 8.2. Owner Trust Accounts. On or prior to the Closing Date, the
Issuer shall cause the Administrator to establish and maintain (i) an Eligible
Deposit Account, in the name of the Indenture Trustee, for the benefit of the
Noteholders, the "Note Distribution Account" and another Eligible Deposit
Account in the name of the Indenture Trustee for the benefit of the Class C
Noteholders and, to the extent expressly provided herein, the
Certificateholder, the "Owner Trust Spread Account".

     The "Note Distribution Account" shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Noteholders. The "Owner Trust Spread Account" shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class C Noteholders and the Certificateholder. The Indenture Trustee shall
possess all right, title and interest in all funds on deposit from time to
time in the Note Distribution Account and the Owner Trust Spread Account
(collectively, the "Owner


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<PAGE>

Trust Accounts") and in all proceeds thereof. The Note Distribution Account
shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Noteholders. The Owner Trust Spread Account shall be under the
sole dominion and control of the Indenture Trustee for the benefit of the
Class C Noteholders (and, to the extent expressly provided herein, the
Certificateholder). Each Owner Trust Account shall be a securities account.
The Bank of New York agrees that it is the securities intermediary (the
"Securities Intermediary") with respect thereto, and as such agrees that the
account is maintained for the Issuer and, subject to the terms of this
agreement, that the Issuer is entitled to exercise the rights that comprise
any financial asset credited to the related Owner Trust Account. All
securities or other property underlying any financial assets credited to the
Owner Trust Accounts shall be registered in the name of The Bank of New York,
indorsed to The Bank of New York in blank or credited to another securities
account maintained in the name of The Bank of New York and in no case will any
financial asset credited to the Owner Trust Accounts be registered in the name
of the Issuer, payable to the order of the Issuer or specially indorsed to the
Issuer. Until termination of this Indenture, the Issuer shall not be entitled
to give the Indenture Trustee any entitlement orders with respect to the Owner
Trust Accounts. If, at any time, any Owner Trust Account ceases to be an
Eligible Deposit Account, the Administrator shall notify the Indenture
Trustee, and the Indenture Trustee upon being notified (or the Administrator
on its behalf) shall, within 10 Business Days, establish a new Owner Trust
Account which meets the conditions specified in the definition of Eligible
Deposit Account, and shall transfer any cash or any investments to such new
Owner Trust Account. The Indenture Trustee, at the direction of the
Administrator, shall make withdrawals from the Owner Trust Accounts from time
to time, in the amounts and for the purposes set forth in this Indenture.

     On the Closing Date, the Issuer shall deposit in the Owner Trust Spread
Account the amount received from the Depositor pursuant to subsection 2.1(a)
of the Deposit and Administration Agreement. Funds on deposit in the Owner
Trust Spread Account shall be invested at the direction of the Administrator
by the Indenture Trustee or the Paying Agent in Permitted Investments. On each
Transfer Date, after all deposits to and withdrawals from the Owner Trust
Spread Account, such amounts shall be invested in Permitted Investments
maturing on the next succeeding Transfer Date, or on the Closing Date in
Permitted Investments maturing on the first Transfer Date. On each Transfer
Date, the Indenture Trustee or the Paying Agent, acting at the Administrator's
request, shall transfer Investment Earnings from the Owner Trust Spread
Account to the Note Distribution Account to the extent required to pay the
Class C Note Interest Requirement on the related Payment Date pursuant to
subsection 2.7(a)(iii). The Indenture Trustee shall cause such Permitted
Investments to be held in such manner as to give the Indenture Trustee
"control" (as such term is defined in the Section 8-106 of the New York UCC)
over such Permitted Investments. No Permitted Investment shall be disposed of
prior to its maturity. The Securities Intermediary shall comply with
entitlement orders issued by the Indenture Trustee without further consent by
the Issuer.


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<PAGE>

     The Required Owner Trust Account Amount shall be adjusted on each
Transfer Date until the amount required is on deposit in the Owner Trust
Spread Account; provided, however, that the Required Owner Trust Spread
Account Amount shall not be adjusted downward until at least three months have
elapsed since the first month for which an increase was required. To the
extent so instructed by the Administrator on any Transfer Date, the Indenture
Trustee shall, if the amount on deposit in the Owner Trust Spread Account is
greater than the Required Owner Trust Spread Account Amount for such Transfer
Date, pay the amount of such excess to the Certificateholder.

     SECTION 8.3. Owner Trust Spread Account Amount Increase. Upon the
occurrence of the Pay Out Event (other than as a result of an Event of
Default), the Required Owner Trust Spread Account Amount shall automatically
be increased to 4.0% of the initial Note Initial Principal Balance. If an
Event of Default pursuant to subsection 5.01(c), (d) or (e) has occurred and
is continuing, the Indenture Trustee may by written notice, or shall upon
written notice from Holders of at least 66 2/3% of the Outstanding Amount of
the Notes to the Administrator, increase the Required Owner Trust Spread
Account Amount to 4.0% of the Initial Invested Amount. If an Event of Default
described in subsection 5.01(a) or (b) has occurred and is continuing, the
Required Owner Trust Spread Account Amount, with respect to any Transfer Date,
shall automatically be increased to an amount equal to the sum of (a) the
amount on deposit in the Owner Trust Spread Account on such Transfer Date plus
(b) the Available Amount of such Transfer Date after giving effect to the
applications described in subsections 2.7(a)(i) through (vi); provided,
however, that, if upon the occurrence of an Event of Default described in
Section 5.1(a) of this Indenture the maturity of the Notes is not accelerated
pursuant to Section 5.2 of this Indenture, the increase in the Required Owner
Trust Spread Account Amount, for any Transfer Date, shall be limited to an
amount equal to the Class C Note Principal Balance.

     SECTION 8.4. General Provisions Regarding Owner Trust Spread Account.
(a) So long as the Notes have not been accelerated pursuant to Section 5.2, all
or a portion of the funds in the Owner Trust Spread Account shall be invested
in Permitted Investments and reinvested by the Indenture Trustee or the Paying
Agent upon Issuer Order (which Issuer Order may be upon direction of the
Administrator). All income or other gain (net of losses and investment
expenses) from investments of moneys deposited in the Owner Trust Spread
Account shall be applied, as directed by the Administrator by an Issuer Order,
(a) to the extent available, to pay the Class C Note Interest Requirement and
(b) to the extent of any remaining investment proceeds, to increase the amount
on deposit on the Owner Trust Spread Account. Such Issuer Order shall not
direct the Indenture Trustee to make any investment of any funds or to sell
any investment held in the Owner Trust Spread Account unless the security
interest granted and perfected in such account will continue to be perfected
in such investment or the proceeds of such sale, and, in connection with any
direction to the Indenture Trustee to make any such investment or sale, if
requested by the Indenture Trustee, the Issuer shall deliver to


                                      77
<PAGE>

the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture
Trustee, to such effect.

     (b) Subject to Section 6.1(c), the Indenture Trustee and the Paying Agent
shall not in any way be held liable by reason of any insufficiency in the
Owner Trust Spread Account resulting from any loss on any Permitted Investment
included therein except for losses attributable to the Indenture Trustee's or
the Paying Agent's failure to make payments on such Permitted Investments
issued by the Indenture Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.

     (c) If (i) the Administrator shall have failed to give investment
directions for any funds on deposit in the Owner Trust Spread Account to the
Indenture Trustee or the Paying Agent by 11:00 a.m. New York City time (or
such other time as may be agreed by the Administrator and the Indenture
Trustee) on any Business Day, or (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.2, or, if such Notes
shall have been declared due and payable following an Event of Default,
amounts collected or receivable from the Owner Trust Estate are being applied
in accordance with Section 5.5 as if there had not been such a declaration,
then the Indenture Trustee shall, to the fullest extent practicable, invest
and reinvest funds in the Owner Trust Spread Account in one or more Permitted
Investments. The Indenture Trustee shall not be liable for losses in respect
of such investments in Permitted Investments that comply with the requirements
of the Basic Documents except for losses attributable to the Indenture
Trustee's failure to make payments on such Permitted Investments issued by the
Indenture Trustee, in its commercial capacity as principal obligor and not as
trustee, in accordance with their terms.

     SECTION 8.5. Release of Owner Trust Estate. (a) The Indenture Trustee
shall, when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey the
Indenture Trustee's interest in the same, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No party
relying upon an instrument executed by the Indenture Trustee as provided in
this Article VIII shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any moneys.

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding, release any remaining portion of the Owner Trust Estate that
secured the Notes from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Note
Distribution Account. The Indenture Trustee shall release property from the
lien of this Indenture pursuant to this Section 8.5(b) only upon receipt of an
Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
SS 314(c) and 314(d)(1)


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<PAGE>

meeting the applicable requirements of Section 11.1.

     SECTION 8.6. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.5(a), accompanied by copies of any instruments involved,
and the Indenture Trustee may also require as a condition of such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all such action will not
materially and adversely impair the security for the Notes or the rights of
the Noteholders; provided, however that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Owner Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

     SECTION 8.7. Treatment as Financial Assets. Each item of property
(whether investment property, financial asset, security, instrument or cash)
credited to the Owner Trust Accounts shall be treated as a financial asset.
The Owner Trust Accounts shall be governed by the law of the State of New York
and New York shall be the Securities Intermediary jurisdiction.

     SECTION 8.8. Powers Coupled With an Interest. The rights and powers
granted in the Article 8 to the Indenture Trustee have been granted in order
to perfect its security interest in the Owner Trust Account, are powers
coupled with an interest and will be affected neither by the bankruptcy or
insolvency of the Issuer nor by the lapse of time.

                                  ARTICLE IX

                           SUPPLEMENTAL INDENTURES

     SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.
Without the consent of the Holders of any Notes but with prior notice to the
Note Rating Agencies by the Issuer, when authorized by an Issuer Request, the
Issuer and the Indenture Trustee at any time and from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as in force at the date of the execution
thereof), in form satisfactory to the Indenture Trustee, for any of the
following purposes:

          (i) to correct or amplify the description of any property at any
     time subject to the lien of this Indenture, or better to assure, convey
     and confirm unto the Indenture Trustee any property subject or required
     to be subjected to the lien of this Indenture, or to subject to the lien
     of this Indenture additional property;


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          (ii) to evidence the succession, in compliance with the applicable
     provisions hereof, of another person to the Issuer, and the assumption by
     any such successor of the covenants of the Issuer herein and in the Notes
     contained;

          (iii) to add to the covenants of the Issuer, for the benefit of the
     Holders of the Notes, or to surrender any right or power herein conferred
     upon the Issuer;

          (iv) to convey, transfer, assign, mortgage or pledge any property to
     or with the Indenture Trustee;

          (v) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture which may be inconsistent with
     any other provision herein or in any supplemental indenture or to make
     any other provisions with respect to matters or questions arising under
     this Indenture or in any supplemental indenture; provided that such
     action shall not materially and adversely affect the interests of the
     Holders of the Notes;

          (vi) to evidence and provide for the acceptance of the appointment
     hereunder by a successor trustee with respect to the Notes and to add to
     or change any of the provisions of this Indenture as shall be necessary
     to facilitate the administration of the trusts hereunder by more than one
     trustee, pursuant to the requirements of Article VI;

          (vii) to modify, eliminate or add to the provisions of this
     Indenture to such extent as shall be necessary to effect the
     qualification of this Indenture under the TIA or under any similar
     federal statute hereafter enacted and to add to this Indenture such other
     provisions as may be expressly required by the TIA; or

          (viii) to interpose one or more special purpose entities between
     Chase USA and the Master Trust so that the Transferor is one or more of
     such special purpose entities; provided, that, any such amendment
     pursuant to this clause (viii) shall be made only if (a) the Rating
     Agency Condition is satisfied and (b) such amendment would not, but for
     this clause (viii), require the consent of all of the Noteholders
     affected by such amendment pursuant to Section 9.2 of this Indenture.
     Nothing in this clause (viii) of Section 9.1 shall be construed to mean
     that any such amendment would have required, but for such clause, the
     consent of any Noteholders.

The Issuer and the Indenture Trustee shall not enter into any indenture
supplemental hereto if such indenture would cause either (x) the Issuer or the
Master Trust to be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes or (y) a taxable event that could cause the beneficial owner of any


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Outstanding Amount of Notes to recognize gain or loss for such purposes.

     The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

     SECTION 9.2. Supplemental Indentures with Consent of the Noteholders. The
Issuer and the Indenture Trustee, when authorized by the Issuer, also may,
with prior notice to the Note Rating Agencies and with the consent of the
Holders of a majority of the Outstanding Amount of the Notes, by Act of such
Holders delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected
thereby:

          (i) change the date of payment of any installment of principal of or
     interest on any Note, or reduce the principal amount thereof, the Note
     Rate thereon or the Redemption Price with respect thereto, change the
     provision of this Indenture relating to the application of collections
     on, or the proceeds of the sale of, the Owner Trust Estate to payment of
     principal of or interest on the Notes, or change any place of payment
     where, or the coin or currency in which, any Note or the interest thereon
     is payable, or impair the right to institute suit for the enforcement of
     the provisions of this Indenture requiring the application of funds
     available therefor, as provided in Article V, to the payment of any such
     amount due on the Notes on or after the respective due dates thereof (or,
     in the case of redemption, on or after the Redemption Date);

          (ii) reduce the percentage of the Outstanding Amount of the Notes,
     the consent of the Holders of which is required for any such supplemental
     indenture, or the consent of the Holders of which is required for any
     waiver of compliance with provisions of this Indenture or defaults
     hereunder and their consequences provided for in this Indenture;

          (iii) modify or alter the provisions of the proviso to the
     definition of the term "Outstanding";

          (iv) reduce the percentage of the Outstanding Amount of the Notes
     required to direct the Indenture Trustee to sell or liquidate the Owner
     Trust Estate pursuant to Section 5.4;

          (v) modify any provision of this Section except to increase any
     percentage


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<PAGE>

     specified herein or to provide that certain additional provisions of this
     Indenture or any of the other Basic Documents cannot be modified or
     waived without the consent of the Holder of each Outstanding Note
     affected thereby;

          (vi) modify any of the provisions of this Indenture in such manner
     as to affect the calculation of the amount of any payment of interest or
     principal due on any Note on any Payment Date (including the calculation
     of any of the individual components of such calculation) or to affect the
     rights of the Holders of the Notes to the benefit of any provisions for
     the mandatory redemption of the Notes contained herein; or

          (vii) permit the creation of any Lien ranking prior to or on a
     parity with the lien of this Indenture with respect to any part of the
     Owner Trust Estate or, except as otherwise permitted or contemplated
     herein, terminate the lien of this Indenture on any property at any time
     subject hereto or deprive the Holder of any Note of the security provided
     by the lien of this Indenture.

     The Indenture Trustee may determine whether any Notes would be affected
by any supplemental indenture and any such determination shall be conclusive
upon the Holders of all Notes, whether theretofore or thereafter authenticated
and delivered hereunder. The Indenture Trustee shall not be liable for any
such determination made in good faith. Any amendment, waiver or modification
consented to by the Noteholders shall not be effective unless each of the Note
Rating Agencies has provided confirmation to the Issuer and the Indenture
Trustee that such amendment, waiver or modification shall not result in the
reduction or removal of the rating of any Class of the Notes affected by such
amendment, waiver or modification.

     It shall not be necessary for any Noteholders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Noteholders shall approve the substance thereof.

     Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

     SECTION 9.3. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with
respect to the Notes


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affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture and the Notes affected thereby for any and all
purposes.

     SECTION 9.4. Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article
IX shall comply in all respects with the TIA.

     SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so require, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.

     SECTION 9.6. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Indenture Trustee's own rights, duties or immunities under this
Indenture or otherwise.


                                  ARTICLE X

                              REDEMPTION OF NOTES

     SECTION 10.1. Redemption. The Notes are subject to redemption in whole,
but not in part, at the direction of the Depositor, on any date on which the
Series Certificate is retransferred to the Transferor pursuant to Section 4 of
the Series Supplement. The Issuer shall furnish each Note Rating Agency notice
of such redemption. If the Notes are to be redeemed pursuant to this Section
10.1, the Issuer shall furnish notice of such redemption to the Indenture
Trustee no later than fifteen (15) Business Days prior to the Redemption Date,
and the Issuer shall, on the related Transfer Date, deposit with the Indenture
Trustee in the


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Note Distribution Account the Redemption Price of the Notes to be redeemed
whereupon all such Notes shall be due and payable on the Redemption Date upon
the furnishing of a notice complying with Section 10.2 to each Holder of the
Notes.

     SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Indenture Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed prior to the
applicable Redemption Date to each Holder of the Notes, as of the close of
business on the Record Date preceding the applicable Redemption Date, at such
Holder's address appearing in the Note Register.

     All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) that the Record Date otherwise applicable to such Payment Date
     is not applicable and that payments shall be made only upon presentation
     and surrender of such Notes and the place where such Notes are to be
     surrendered for payment of the Redemption Price (which shall be the
     office or agency to be maintained as provided in Section 3.2);

          (iv) that interest on the Notes shall cease to accrue on the
     Redemption Date; and

          (v) the applicable CUSIP numbers for such Notes.

     Notice of redemption of the Notes shall be given by the Indenture Trustee
in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Notes shall not impair
or affect the validity of the redemption of any other Note.

     SECTION 10.3. Notes Payable on Redemption Date. The Notes to be redeemed
shall, following notice of redemption as required by Section 10.2, on the
Redemption Date become due and payable at the Redemption Price and (unless the
Issuer shall default in the payment of the Redemption Price) no interest shall
accrue on the Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Redemption Price.


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<PAGE>

                                  ARTICLE XI

                                 MISCELLANEOUS

     SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee: (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, and (iii) (if required by the TIA) an Independent Certificate
from a firm of certified public accountants or other experts meeting the
applicable requirements of this Section, except that, in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

          (i) a statement that each signatory of such certificate or opinion
     has read or has caused to be read such covenant or condition and the
     definitions herein relating thereto;

          (ii) a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (iii) a statement that, in the opinion of each such signatory, such
     signatory has made such examination or investigation as is necessary to
     enable such signatory to express an informed opinion as to whether such
     covenant or condition has been complied with; and

          (iv) a statement as to whether, in the opinion of each such
     signatory such condition or covenant has been complied with.

     (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture,
the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the
Issuer of the Collateral or other


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<PAGE>

property or securities to be so deposited.

          (ii) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (i), the Issuer
     shall also deliver to the Indenture Trustee an Independent Certificate as
     to the same matters, if the fair value to the Issuer of the securities to
     be so deposited and of all other such securities made the basis of any
     such withdrawal or release since the commencement of the then-current
     fiscal year of the Issuer, as set forth in the certificates delivered
     pursuant to clause (i) and this clause (ii), is 10% or more of the
     Outstanding Amount of the Notes, but such a certificate need not be
     furnished with respect to any securities so deposited, if the fair value
     thereof to the Issuer as set forth in the related Officer's Certificate
     is less than $25,000 or less than one percent of the Outstanding Amount
     of the Notes.

          (iii) Whenever any property or securities are to be released from
     the lien of this Indenture, the Issuer shall also furnish to the
     Indenture Trustee an Officer's Certificate certifying or stating the
     opinion of each person signing such certificate as to the fair value
     (within 90 days of such release) of the property or securities proposed
     to be released and stating that in the opinion of such person the
     proposed release will not impair the security under this Indenture in
     contravention of the provisions hereof.

          (iv) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (iii), the Issuer
     shall also furnish to the Indenture Trustee an Independent Certificate as
     to the same matters if the fair value of the property or securities and
     of all other property, as set forth in the certificates required by
     clause (iii) and this clause (iv), equals 10% or more of the Outstanding
     Amount of the Notes, but such certificate need not be furnished in the
     case of any release of property or securities if the fair value thereof
     as set forth in the related Officer's Certificate is less than $25,000 or
     less than one percent of the then Outstanding Amount of the Notes.

          (v) Notwithstanding Section 2.9 or any provision of this Section,
     the Issuer may (A) collect, liquidate, sell or otherwise dispose of the
     Series Certificate as and to the extent permitted or required by the
     Basic Documents and (B) make cash payments out of the Owner Trust
     Accounts as and to the extent permitted or required by the Basic
     Documents.

     SECTION 11.2. Form of Documents Delivered to the Indenture Trustee. In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one docu-


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<PAGE>

ment, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.

     Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his or her certificate or opinion is based are erroneous. Any such
certificate of an Authorized Officer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Administrator, the Depositor
or the Issuer, stating that the information with respect to such factual
matters is in the possession of the Administrator, the Depositor or the
Issuer, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect
to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document (x) as a condition of the granting of such
application, or (y) as evidence of the Issuer's compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the
granting of such application or at the effective date of such certificate or
report (as the case may be), of the facts and opinions stated in such document
shall in each case be conditions precedent to the right of the Issuer to have
such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Indenture
Trustee's right to rely upon the truth and accuracy of any statement or
opinion contained in any such document as provided in Article VI.

     SECTION 11.3. Actions of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by the Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by an 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 Indenture
Trustee and, when required, to the Issuer or the Administrator. Such
instrument or instruments (and the action or actions embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any


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<PAGE>

purpose of this Indenture and conclusive in favor of the Indenture Trustee,
the Issuer and the Administrator, if made in the manner provided in this
Section 11.3.

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

     (c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Noteholder shall bind every Holder of every Note
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
Indenture Trustee, the Issuer or the Administrator in reliance thereon,
regardless of whether notation of such action is made upon such Note.

     (d) The Indenture Trustee may require such additional proof of any matter
referred to in this Section 11.3 as it shall deem necessary.

     SECTION 11.4. Notices, etc., to the Indenture Trustee, the Issuer and
Note Rating Agencies. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders or other documents provided or permitted
by this Indenture to be made upon, given or furnished to or filed with:

     (a) The Indenture Trustee by any Noteholder or by the Issuer shall be
sufficient for every purpose hereunder if personally delivered, telefaxed or
mailed certified mail, return receipt requested and shall be deemed to have
been duly given upon receipt by a Responsible Officer of the Indenture Trustee
at its Corporate Trust Office; or

     (b) The Issuer by the Indenture Trustee or any Noteholder shall be
sufficient for every purpose hereunder if personally delivered or mailed
certified mail, return receipt to the Issuer addressed to: Chase Credit Card
Owner Trust 2001-5, in care of Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee for the Chase Credit Card Owner Trust
2001-5, at Rodney Square North, 1100 North Market Street, Wilmington, DE
19890-0001, Attention: Corporate Trust Administration or at any other address
previously furnished in writing to the Indenture Trustee by the Issuer. The
Issuer shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee.

     Notices required to be given to the Note Rating Agencies by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered or mailed certified mail, return receipt requested to (i) in the
case of Moody's, at the following address: Moody's Investors Service, 99
Church Street, New York, New York 10007, Attention: ABS Monitoring Group, (ii)
in the case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, 55 Water Street, New York, New York 10041, Attention: Asset


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<PAGE>

Backed Surveillance Department and (iii) in the case of Fitch, at the
following address: Fitch, Inc., One State Street Plaza, New York, New York
10004; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

     SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner
herein provided shall conclusively be presumed to have been duly given.

     Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

     In case, by reason of the suspension of regular mail service as a result
of a strike, work stoppage or similar activity, it shall be impractical to
mail notice of any event to the Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed
to be a sufficient giving of such notice.

     Where this Indenture provides for notice to the Note Rating Agencies,
failure to give such notice shall not affect any other right or obligations
created hereunder, and shall not under any circumstance constitute a Default
or Event of Default.

     SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Paying Agent to
such Holder that is different from the methods provided for in this Indenture
for such payments or notices, provided that such methods are reasonable and
consented to by the Indenture Trustee (which consent shall not be unreasonably
withheld). The Issuer will furnish to the Indenture Trustee a copy of each
such agreement, and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

     SECTION 11.7. Conflict with Trust Indenture Act. If any provision hereof


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<PAGE>

limits, qualifies or conflicts with another provision hereof that is required
to be included in this Indenture by any of the provisions of the TIA, such
required provision shall control.

     The provisions of TIA SS 310 through 317 that impose duties on any person
(including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     SECTION 11.8. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 11.9. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns. All agreements of the Indenture Trustee in this Indenture shall bind
its successors.

     SECTION 11.10. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not be affected
or impaired thereby.

     SECTION 11.11. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and (only to the extent expressly
provided herein) Chase, the Noteholders, any other party secured hereunder,
and any other person with an ownership interest in any part of the Owner Trust
Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     SECTION 11.12. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.

     SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     SECTION 11.14. Counterparts. This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.


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<PAGE>

     SECTION 11.15. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture or to satisfy any provision of the TIA.

     SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Depositor, the Administrator, the Transferor, the Servicer,
the Indenture Trustee or the Owner Trustee in its individual capacity, (ii)
any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Owner Trustee have no
such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to,
and entitled to the benefits of, the terms and provisions of Articles IV, V,
VI and VII of the Trust Agreement.

     SECTION 11.17. No Petition. Notwithstanding any prior termination of this
Indenture, the Indenture Trustee and each Noteholder or Note Owner, by its
acceptance of a Note or beneficial interest in a Note, as the case may be,
hereby covenants that (a) they, shall not at any time with respect to the
Issuer or the Master Trust, acquiesce, petition or otherwise invoke or cause
the Issuer or the Master Trust to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case
against the Issuer or the Master Trust under any Federal or state bankruptcy,
insolvency or similar law or appointing a receiver, conservator, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or the Master Trust or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer or the
Master Trust, (b) any claim that they may have at any time against the corpus
of the Master Trust that they may seek to enforce against the corpus of the
Master Trust, shall be subordinate to the payment in full, including
post-petition interest, in the event that the Master Trust becomes a debtor or
debtor in possession in a case under any applicable federal or state
bankruptcy, insolvency or other


                                      91
<PAGE>

similar law now or hereafter in effect or otherwise subject to any insolvency,
reorganization, liquidation, rehabilitation or other similar proceedings, of
the claims of the holders of any securities of the Master Trust and the
holders of any other notes, bonds, contracts or other obligations that are
related to the Master Trust and (c) they hereby irrevocably make the election
afforded by Title 11 United States Code Section 1111(b)(1)(A)(i) to secured
creditors to receive the treatment afforded by Title 11 United State Code
Section 1111(b)(2) with respect to any secured claim that they may have at any
time against the Issuer or the Master Trust.

     SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer's affairs, finances and accounts with
the Issuer's officers, employees and Independent certified public accountants,
all at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee shall and shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment
are unavailing) and except to the extent that the Indenture Trustee may
reasonably determine that such disclosure is consistent with its Obligations
hereunder.

     SECTION 11.19. Tax Treatment. The Issuer intends that the Notes will be
treated as debt of the Certificateholder for all United States tax purposes.
Each Noteholder, by acceptance of its Note, and each holder of a beneficial
interest in a Note, by the acquisition of a beneficial interest therein, agree
to treat the Notes as indebtedness of the Certificateholder for all United
States tax purposes.

                                      92
<PAGE>

     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.


                        WILMINGTON TRUST COMPANY
                        not in its individual capacity but solely as
                        Owner Trustee for Chase Credit Card Owner
                        Trust 2001-5


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



                        THE BANK OF NEW YORK
                        solely in its capacities as Indenture Trustee,
                        Securities Intermediary and Transfer Agent



                        By:  /s/ Catherine L. Cerilles
                             ----------------------------------------
                             Name:  Assistant Vice President
                             Title: /s/ Catherine L. Cerilles



<PAGE>

                                                                     EXHIBIT A

                             FORM OF CLASS A NOTE

REGISTERED                                                      $____________1/
No. A-_____                                                     CUSIP NO. [   ]


     UNLESS THIS NOTE 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 NOTE 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 PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                     CHASE CREDIT CARD OWNER TRUST 2001-5

                   CLASS A FLOATING RATE ASSET BACKED NOTES

     Chase Credit Card Owner Trust 2001-5, a common law trust organized and
existing under the laws of the State of Delaware (including any successor, the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum of ______ DOLLARS ($________), partially
payable on each applicable Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is $__________
and the denominator of which is $___________ by (ii)the aggregate amount, if
any, payable from the Note Distribution Account in respect of principal on the
Class A Notes pursuant to Section 3.1 of the Indenture on such Payment Date;
provided that the entire unpaid principal amount of this Note shall be due and
payable on the October 2004 Payment Date (which is October 15, 2004). The
Issuer will pay interest on this Note at the rate per annum shown above, on
each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to

------------------
1/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                     A-1
<PAGE>

certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture.
Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from October 25, 2001.
Interest will be computed on the basis of the actual number of days elapsed in
a 360-day year (which is 53 days in the case of the Note Interest Period
preceding the December 17, 2001 Payment Date).  Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


                                      A-2
<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated: __________, ____

                 CHASE CREDIT CARD OWNER TRUST 2001-5


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

                 By:   __________________________________
                       Name:
                       Title:


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes designated above and referred to in the within
mentioned Indenture.


Dated:  ________ __, _____


                 THE BANK OF NEW YORK
                 not in its individual capacity but solely as Indenture Trustee


                 By:   _________________________________
                       Authorized Signatory


                                      A-3
<PAGE>

                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A Floating Rate Asset Backed Notes (herein called the
"Class A Notes" or the "Notes"), all issued under an Indenture dated as of
October 25, 2001 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture) and
as securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

     The Class A Notes, the Class B Notes and the Class C Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class A Note Interest Rate to the extent lawful.

     Each Holder or Note Owner, by acceptance of a Note, or, in the case of a
Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director, employee or agent of the Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

     It is the intent of the Depositor, the Administrator, the Issuer, the
Noteholders, the Note Owners and Chase USA, that the Notes will be classified
as indebtedness of the Issuer for all United States tax purposes. The
Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes as indebtedness of the Issuer
for such tax purposes.


                                      A-4
<PAGE>

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that
they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or any of the other
Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Wilmington Trust Company in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purpose of binding
the interests of the Owner Trustee in the assets of the Issuer. The Holder of
this Note by the acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.


                                      A-5
<PAGE>

                                  ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

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

------------------------------------------------------------------------------
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ___________________, attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the
premises.

Dated:
       -------------                -------------------------------------1/
                                    Signature Guaranteed:


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

1/   NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular without alteration, enlargement or any change
     whatsoever.


                                      A-6
<PAGE>

                                                                    EXHIBIT B

                             FORM OF CLASS B NOTE

REGISTERED                                                     $____________1/
No. B-_____                                                    CUSIP NO. [   ]

     UNLESS THIS NOTE 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 NOTE 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 PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                     CHASE CREDIT CARD OWNER TRUST 2001-5

                   CLASS B FLOATING RATE ASSET BACKED NOTES

     Chase Credit Card Owner Trust 2001-5, a common law trust organized and
existing under the laws of the State of Delaware (including any successor, the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum of ___________ DOLLARS ($_________),
partially payable on each applicable Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$________ and the denominator of which is $________ by the (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class B Notes pursuant to Section 3.1 of the Indenture on
such Payment Date; provided that the entire unpaid principal amount of this
Note shall be due and payable on the November 2004 Payment Date (which is
November 15, 2004). No payments of principal of the Class B Notes will be made
until the principal of the Class A Notes has been paid in full. The Issuer
will pay interest on this Note at the rate per annum shown above, on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment

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

1/   Denominations of $1,000 and integral multiples of $1,000 in excess
     thereof.

                                      B-1
<PAGE>

Date), subject to certain limitations contained in Sections 2.7, 3.1 and 8.2
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from
October 25, 2001. Interest will be computed on the basis of the actual number
of days elapsed in a 360-day year (which is 53 days in the case of the Note
Interest Period preceding the December 17, 2001 Payment Date). Such principal
of and interest on this Note shall be paid in the manner specified in the
Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


                                      B-2
<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:   ________ __, ____

                    CHASE CREDIT CARD OWNER TRUST 2001-5


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


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


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


     This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


Dated:   ________ __, _____


                    THE BANK OF NEW YORK
                    not in its individual capacity but solely
                       as Indenture Trustee


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


                                      B-3
<PAGE>


                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B Floating Rate Asset Backed Notes (herein called the
"Class B Notes" or the "Notes"), all issued under an Indenture dated as of
October 25, 2001 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture) and as
securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

     The Class B Notes, and the Class A Notes and Class C Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class B Note Interest Rate to the extent lawful.

     Each Holder or Note Owner, by acceptance of a Note, or, in the case of a
Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer,
the Indenture Trustee or the Owner Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Depositor, the Administrator, the Note Owners,
the Issuer, the Noteholders and Chase USA that the Notes will be classified as
indebtedness of the Issuer for all United States tax purposes. The
Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes as indebtedness of the Issuer
for such tax purposes.


                                      B-4
<PAGE>

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that
they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or any of the other
Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Wilmington Trust Company in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purpose of binding
the interests of the Owner Trustee in the assets of the Issuer. The Holder of
this Note by the acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.


                                      B-5
<PAGE>

                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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


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

------------------------------------------------------------------------------
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _______________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.


Dated:
      ----------------             ----------------------------------------1/

                                             Signature Guaranteed:


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

-------------------------
1/   NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular without alteration, enlargement or any change
     whatsoever.


                                      B-6
<PAGE>

                                                                   EXHIBIT C-1

                         FORM OF RULE 144A GLOBAL NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTEREST
OR PARTICIPATION HEREIN, MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY (1) TO THE TRANSFEROR, (2) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A "QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT. EACH NOTE OWNER BY ACCEPTING A
BENEFICIAL INTEREST IN THIS NOTE, UNLESS SUCH PERSON ACQUIRED THIS NOTE IN A
TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS
EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF ANOTHER QIB.

PRIOR TO PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT
TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE
OR TRANSFER. THE TRANSFEROR HAS NOT AGREED TO REGISTER THE NOTES UNDER THE
SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR
TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



                                      C-1
<PAGE>


                             FORM OF CLASS C NOTE

REGISTERED                                                         $________2/
No. C-_____                                                    CUSIP NO [   ].

     UNLESS THIS NOTE 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 NOTE 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 PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                     CHASE CREDIT CARD OWNER TRUST 2001-5

                   CLASS C FLOATING RATE ASSET BACKED NOTES

     Chase Credit Card Owner Trust 2001-5, a common law trust organized and
existing under the laws of the State of Delaware (including any successor, the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum of _____________ DOLLARS ($________),
partially payable on each applicable Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$________ and the denominator of which is $________ by the (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class C Notes pursuant to Section 3.1 of the Indenture on
such Payment Date; provided that the entire unpaid principal amount of this
Note shall be due and payable on the November 2004 Payment Date (which is
November 15, 2004); provided further, however, that the principal sum of this
Rule 144A Global Note and the Regulation S Global Notes shall not exceed the
principal sum of $135,000,000 No

----------------------
2/   Denominations of $250,000 and integral multiples of $1,000 in excess
     thereof.

                                      C-2
<PAGE>

payments of principal of the Class C Notes will be made until the principal of
the Class A Notes and the Class B Notes have been paid in full. The Issuer
will pay interest on this Note at the rate per annum described in the
Indenture, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), subject to certain limitations
contained in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if
no interest has yet been paid, from October 25, 2001. Interest will be
computed on the basis of the actual number of days elapsed in a 360-day year
(which is 53 days in the case of the Note Interest Period preceding the
December 17, 2001 Payment Date). Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


                                      C-3
<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:   ____________ __, ____


                     CHASE CREDIT CARD OWNER TRUST 2001-5

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

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


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


     This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


Dated:   ________ __, ____


                     THE BANK OF NEW YORK
                     not in its individual capacity but solely
                              as Indenture Trustee


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



                                      C-4
<PAGE>

                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C Floating Rate Asset Backed Notes (herein called the
"Class C Notes" or the "Notes"), all issued under an Indenture dated as of
October 25, 2001 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture) and as
securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

     The Class C Notes, the Class A Notes and the Class B Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class C Note Interest Rate to the extent lawful.

     Each Holder or Note Owner, by acceptance of a Note, or, in the case of a
Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer,
the Indenture Trustee or the Owner Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Depositor, the Administrator, the Note Owners,
the Issuer, the Noteholders and Chase USA that, the Notes will be classified
as indebtedness of the Issuer for all United States tax purposes. The
Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes as indebtedness of the Issuer
for such tax purposes.


                                      C-5
<PAGE>

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that
they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or any of the other
Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Wilmington Trust Company, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purpose of binding
the interests of the Owner Trustee in the assets of the Issuer. The Holder of
this Note by the acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.


                                      C-6
<PAGE>

                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee


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


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


-----------------------------------------------------------------------------
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _______________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.


Dated:
      ------------------              ----------------------------------- 1/
                                      Signature Guaranteed:


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

---------------------
1/   NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular without alteration, enlargement or any change
     whatsoever.


                                      C-7
<PAGE>

                                                                   EXHIBIT C-2

                  FORM OF TEMPORARY REGULATION S GLOBAL NOTE

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED,
SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTEREST OR PARTICIPATION
HEREIN, MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO
THE TRANSFEROR, (2) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A "QIB") PURCHASING FOR ITS
OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, OR (3) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.
EACH NOTE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, UNLESS SUCH
PERSON ACQUIRED THIS NOTE IN A TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS
DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR
A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

PRIOR TO PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT
TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE
OR TRANSFER. THE TRANSFEROR HAS NOT AGREED TO REGISTER THE NOTES UNDER THE
SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR
TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.




<PAGE>
AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



                                      C-2-2
<PAGE>

                                                                    EXHIBIT C

                             FORM OF CLASS C NOTE

REGISTERED                                                         $________1/
No. C-_____                                                     CUSIP NO [   ].

     UNLESS THIS NOTE 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 NOTE 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 PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                     CHASE CREDIT CARD OWNER TRUST 2001-5

                   CLASS C FLOATING RATE ASSET BACKED NOTES

     Chase Credit Card Owner Trust 2001-5, a common law trust organized and
existing under the laws of the State of Delaware (including any successor, the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum of _____________ DOLLARS ($________),
partially payable on each applicable Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$________ and the denominator of which is $________ by the (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class C Notes pursuant to Section 3.1 of the Indenture on
such Payment Date; provided that the entire unpaid principal amount of this
Note shall be due and payable on the November 2004 Payment Date (which is
November 15, 2004); provided further, however, that the principal sum of this
Rule 144A Global Note and the Regulation S Global Notes shall not exceed the
principal sum of $135,000,000. No payments of principal of the Class C Notes
will be made until the principal of the Class A Notes


----------------------
1/   Denominations of $250,000 and integral multiples of $1,000 in excess
     thereof.

                                    C-2-3

<PAGE>

and the Class B Notes have been paid in full. The Issuer will pay interest on
this Note at the rate per annum described in the Indenture, on each Payment
Date until the principal of this Note is paid or made available for payment,
on the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Sections 2.7, 3.1
and 8.2 of the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding the then current Payment Date or, if no interest has yet been paid,
from October 25, 2001. Interest will be computed on the basis of the actual
number of days elapsed in a 360-day year (which is 53 days in the case of the
Note Interest Period preceding the December 17, 2001 Payment Date). Such
principal of and interest on this Note shall be paid in the manner specified
in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


                                      C-2-4
<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:   ____________ __, ____


                    CHASE CREDIT CARD OWNER TRUST 2001-5

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

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


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


     This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


Dated:   ________ __, ____


                    THE BANK OF NEW YORK
                    not in its individual capacity but solely
                         as Indenture Trustee


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



                                      C-2-5
<PAGE>

                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C Floating Rate Asset Backed Notes (herein called the
"Class C Notes" or the "Notes"), all issued under an Indenture dated as of
October 25, 2001 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture) and as
securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

     The Class C Notes, the Class A Notes and the Class B Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class C Note Interest Rate to the extent lawful.

     On or after the Release Date, this Temporary Regulation S Global Note may
be exchanged, in whole or in part (free of charge), for the Permanent
Regulation S Global Note in the form set out in Exhibit C-3 of the Indenture
upon certification of non-U.S. beneficial ownership substantially in the form
set out in Exhibit E-2 of the Indenture. The Permanent Regulation S Global
Note shall be so issued and delivered in exchange for only that portion of
this Temporary Regulation S Global Note in respect of which there shall have
been presented to the Paying Agent or the Indenture Trustee by Euroclear or
Clearstream, as applicable, a certificate substantially in the form set out in
Exhibit E-1 to the Indenture. The Permanent Regulation S Global Note shall be
delivered only outside the United States.

     Each Holder or Note Owner, by acceptance of a Note, or, in the case of a
Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer,
the Indenture


                                      C-2-6
<PAGE>

Trustee or the Owner Trustee or of any successor or assign of the Indenture
Trustee or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     It is the intent of the Depositor, the Administrator, the Note Owners,
the Issuer, the Noteholders and Chase USA that, the Notes will be classified
as indebtedness of the Issuer for all United States tax purposes. The
Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes as indebtedness of the Issuer
for such tax purposes.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that
they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or any of the other
Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Wilmington Trust Company, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purpose of binding
the interests of the Owner Trustee in the assets of the Issuer. The Holder of
this Note by the acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any


                                      C-2-7
<PAGE>

deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.


                                      C-2-8
<PAGE>

                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee


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

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


-----------------------------------------------------------------------------
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _______________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.


Dated:
      --------------------        --------------------------------------1/
                                  Signature Guaranteed:


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


---------------
1/   NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular without alteration, enlargement or any change
     whatsoever.


                                      C-2-9
<PAGE>

                                                                   EXHIBIT C-3

                  FORM OF PERMANENT REGULATION S GLOBAL NOTE

     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY
INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT (A "QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING
FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT. EACH NOTE OWNER BY ACCEPTING A
BENEFICIAL INTEREST IN THIS NOTE, UNLESS SUCH PERSON ACQUIRED THIS NOTE IN A
TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS
EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF ANOTHER QIB.

     PRIOR TO PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH
RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION
ON RESALE OR TRANSFER. THE TRANSFEROR HAS NOT AGREED TO REGISTER THE NOTES
UNDER THE SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF
ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

     AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.




<PAGE>

                                                                     EXHIBIT C

                             FORM OF CLASS C NOTE

REGISTERED                                                         $________1/
No. C-_____                                                    CUSIP NO [   ].

     UNLESS THIS NOTE 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 NOTE 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 PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                     CHASE CREDIT CARD OWNER TRUST 2001-5

                   CLASS C FLOATING RATE ASSET BACKED NOTES

     Chase Credit Card Owner Trust 2001-5, a common law trust organized and
existing under the laws of the State of Delaware (including any successor, the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum of _____________ DOLLARS ($________),
partially payable on each applicable Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$________ and the denominator of which is $________ by the (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class C Notes pursuant to Section 3.1 of the Indenture on
such Payment Date; provided that the entire unpaid principal amount of this
Note shall be due and payable on the November 2004 Payment Date (which is

-------------------
1/   Denominations of $250,000 and integral multiples of $1,000 in excess
     thereof.

                                      C-3-2
<PAGE>

November 15, 2004); provided further, however, that the principal sum of this
Rule 144A Global Note and the Regulation S Global Notes shall not exceed the
principal sum of $135,000,000. No payments of principal of the Class C Notes
will be made until the principal of the Class A Notes and the Class B Notes
have been paid in full. The Issuer will pay interest on this Note at the rate
per annum described in the Indenture, on each Payment Date until the principal
of this Note is paid or made available for payment, on the principal amount of
this Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture.
Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from October 25, 2001.
Interest will be computed on the basis of the actual number of days elapsed in
a 360-day year (which is 53 days in the case of the Note Interest Period
preceding the December 17, 2001 Payment Date). Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


                                      C-3-3
<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:   ____________ __, ____


                     CHASE CREDIT CARD OWNER TRUST 2001-5

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

                     By:   _________________________________
                           Name:
                           Title:


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


     This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


Dated:   ________ __, ____


                    THE BANK OF NEW YORK
                    not in its individual capacity but solely
                        as Indenture Trustee


                    By:   _________________________________
                              Authorized Signatory


                                      C-3-4
<PAGE>

                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C Floating Rate Asset Backed Notes (herein called the
"Class C Notes" or the "Notes"), all issued under an Indenture dated as of
October 25, 2001 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture) and as
securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

     The Class C Notes, the Class A Notes and the Class B Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class C Note Interest Rate to the extent lawful.

     Each Holder or Note Owner, by acceptance of a Note, or, in the case of a
Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer,
the Indenture Trustee or the Owner Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Depositor, the Administrator, the Note Owners,
the Issuer, the Noteholders and Chase USA that, the Notes will be classified
as indebtedness of the Issuer for all United States tax purposes. The
Noteholders, by acceptance of a Note, agree to treat, and

                                      C-3-5
<PAGE>

to take no action inconsistent with the treatment of, the Notes as
indebtedness of the Issuer for such tax purposes.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that
they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or any of the other
Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Wilmington Trust Company, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purpose of binding
the interests of the Owner Trustee in the assets of the Issuer. The Holder of
this Note by the acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.


                                      C-3-6
<PAGE>

                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee


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


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

------------------------------------------------------------------------------
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _______________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.


Dated:
        ---------------------      --------------------------------------1/
                                   Signature Guaranteed:


------------------
1/   NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular without alteration, enlargement or any change
     whatsoever.


                                      C-3-7
<PAGE>

                                                                     EXHIBIT D


                       FORM OF NOTE DEPOSITORY AGREEMENT



                                      D-1
<PAGE>
                                                                   EXHIBIT E-1

                [FORM OF EUROCLEAR AND CLEARSTREAM CERTIFICATE]
                  (Pursuant to Section 2.17 of the Indenture)

         Re:      Chase Credit Card Owner Trust 2001-5,
                  Class C Floating Rate Asset Backed Notes

Bank of New York, as
Paying Agent
101 Barclay Street
Floor 12 East
New York, New York  10286

Bank of New York, as
Indenture Trustee
101 Barclay Street
Floor 12 East
New York, New York  10286

     This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount of the Class C Notes set forth below (our "Member
Organizations") substantially to the effect set forth in the Indenture, dated
as of October 25, 2001, between Chase Credit Card Owner Trust 2001-5, a
Delaware business trust and The Bank of New York, a New York banking
corporation, as indenture trustee, U.S. $___________ principal amount of the
above-captioned Class C Notes held by us or on our behalf are beneficially
owned by non-U.S. person(s). As used in this paragraph, the term "U.S. person"
has the meaning given to it by Regulation S under the United States Securities
Act of 1933, as amended.

     We further certify that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in
the Securities identified above are no longer true and cannot be relied upon
as of the date hereof.

     On Release Date: We hereby acknowledge that no portion of the Temporary
Regulation S Global Note shall be exchanged for an interest in the Permanent
Regulation S Global Note (as each such term is defined in the Indenture) with
respect to the portion thereof for


                                      E-1
<PAGE>

which we have not received the applicable certifications from our Member
Organization.2/

     On __________________ and upon any other payments under the Temporary
Regulation S Global Note: We hereby agree to hold (and return to the [ ] upon
request) any payments received by us on the Temporary Regulation S Global Note
(as defined in the Indenture) with respect to the portion thereof for which we
have not received the applicable certifications from our Member
Organizations.*

     We understand that this certification is required in connection with
certain securities laws of the United States of America. In connection
therewith, if administrative or legal proceedings are commenced or threatened
in connection with which this certification is or would be relevant, we
irrevocably authorize you to produce this certification to any interested
party in such proceedings.


Dated:___________________3/


                                            MORGAN GUARANTY TRUST COMPANY OF
                                            NEW YORK, Brussels office, as
                                            Operator of the Euroclear System

                                                     or

                                            Clearstream, societe anonyme


                                            By:_________________________
                                                  Name:
                                                  Title:

------------------------
2/   Select as applicable.
3/   Insert Release Date or applicable Payment Date, as the case may be.


                                      E-2

<PAGE>

                                                                  EXHIBIT E-2

                     FORM OF CERTIFICATION TO BE GIVEN BY
                      HOLDER OF BENEFICIAL INTEREST IN A
                      TEMPORARY REGULATION S GLOBAL NOTE
                  (Pursuant to Section 2.17 of the Indenture)


                  Re:      Chase Credit Card Owner Trust 2001-5,
                           Class C Floating Rate Asset Backed Notes


[Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear
System] [Clearstream, societe anonym]


                       Notes, CINS No. [ ] ISIN No. [ ]


     Reference is hereby made to the Indenture, dated as of October 25, 2001
(the "Indenture"), between Chase Credit Card Owner Trust 2001-5, a Delaware
business trust and The Bank of New York, a New York banking corporation, as
indenture trustee. Capitalized terms used herein and not otherwise defined
have the meanings set forth in the Indenture.

     [For purposes of acquiring a beneficial interest in the Permanent
Regulation S Global Note upon the expiration of the Distribution Compliance
Period,] [For purposes of receiving payments under the Temporary Regulation S
Global Note,]4/ the undersigned holder of a beneficial interest in the
Temporary Regulation S Global Note issued under the Indenture certifies that
it is not a U.S. Person as defined by Regulation S under the Securities Act of
1933, as amended.

     We undertake to advise you promptly by telex on or prior to the date on
which you intend to submit your corresponding certification relating to the
Class C Notes held by you if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certificate applies as of such date.

-------------------
4/  Select, as applicable.




                                      E-2-1
<PAGE>


     We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.
This certificate and the statements contained herein are made for your benefit
and the health of the Issuer and the Initial Purchasers.


                                           Dated:__________________, ____


                                           By:__________________________
                                               as, or as agent for, the
                                               holder of a beneficial interest
                                               in the Notes to which this
                                               certificate relates.




                                      E-2-2
<PAGE>