Exhibit 4.2

                                               Form of Indenture (Owner Trust)








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                    CHASE MANHATTAN AUTO OWNER TRUST 200_-_



                       Class A-1 ___% Asset Backed Notes
                       Class A-2 ___% Asset Backed Notes
                       Class A-3 ___% Asset Backed Notes
                       Class A-4 ___% Asset Backed Notes



                                  ----------



                                   INDENTURE



                         Dated as of ________ __, 200_



                                  ----------


                             as Indenture Trustee



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<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...........2
SECTION 1.3    Usage of Terms..............................................2
SECTION 1.4    Calculations of Interest....................................3

                                  ARTICLE II

                                   THE NOTES

SECTION 2.1    Form........................................................3
SECTION 2.2    Execution, Authentication and Delivery......................3
SECTION 2.3    Temporary Notes.............................................4
SECTION 2.4    Registration of Transfer and Exchange.......................4
SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes..................6
SECTION 2.6    Persons Deemed Owner........................................7
SECTION 2.7    Payment of Principal and Interest; Defaulted
                   Interest................................................7
SECTION 2.8    Cancellation................................................8
SECTION 2.9    Release of Collateral.......................................8
SECTION 2.10   Book-Entry Notes............................................8
SECTION 2.11   Notices to Clearing Agency..................................9
SECTION 2.12   Definitive Notes............................................9
SECTION 2.13   Authenticating Agent.......................................10
SECTION 2.14   Appointment of Paying Agent................................11

                                  ARTICLE III

                                   COVENANTS

SECTION 3.1    Payment of Principal and Interest..........................12
SECTION 3.2    Maintenance of Office or Agency............................12
SECTION 3.3    Money for Payments To Be Held in Trust.....................13
SECTION 3.4    Existence..................................................14
SECTION 3.5    Protection of Trust Estate.................................14
SECTION 3.6    Opinions as to Trust Estate................................14
SECTION 3.7    Performance of Obligations; Servicing of Receivables.......15
SECTION 3.8    Negative Covenants.........................................16
SECTION 3.9    Annual Statement as to Compliance..........................16
SECTION 3.10   The Issuer May Consolidate, Etc. Only on Certain Terms.....17


                                      i
<PAGE>

SECTION 3.11   Successor or Transferee....................................19
SECTION 3.12   No Other Business..........................................19
SECTION 3.13   No Borrowing...............................................19
SECTION 3.14   Servicer's Obligations.....................................19
SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities..........19
SECTION 3.16   Capital Expenditures.......................................19
SECTION 3.17   Restricted Payments........................................19
SECTION 3.18   Notice of Events of Default................................19
SECTION 3.19   Further Instruments and Acts...............................20

                                  ARTICLE IV

                             FACTION AND DISCHARGE

SECTION 4.1    Satisfaction and Discharge of Indenture....................20
SECTION 4.2    Application of Trust Money.................................21
SECTION 4.3    Repayment of Moneys Held by Paying Agent...................21
SECTION 4.4    Duration of the Position of the Indenture Trustee
                   for the Benefit of Certificateholders... ..............21

                                   ARTICLE V

                                   REMEDIES

SECTION 5.1    Events of Default..........................................22
SECTION 5.2    Acceleration of Maturity; Rescission and Annulment.........22
SECTION 5.3    Collection of Indebtedness and Suits for
                   Enforcement by the Indenture Trustee...................23
SECTION 5.4    Remedies; Priorities.......................................25
SECTION 5.5    Optional Preservation of the Receivables...................26
SECTION 5.6    Limitation of Suits........................................26
SECTION 5.7    Unconditional Rights of Noteholders To Receive
                   Principal and Interest.................................27
SECTION 5.8    Restoration of Rights and Remedies.........................27
SECTION 5.9    Rights and Remedies Cumulative.............................27
SECTION 5.10   Delay or Omission Not a Waiver.............................27
SECTION 5.11   Control by Noteholders.....................................27
SECTION 5.12   Waiver of Past Defaults....................................28
SECTION 5.13   Undertaking for Costs......................................28
SECTION 5.14   Waiver of Stay or Extension Laws...........................29
SECTION 5.15   Action on Notes............................................29
SECTION 5.16   Performance and Enforcement of Certain Obligations.........29


                                      ii
<PAGE>


                                  ARTICLE VI

                               THE INDENTURE TRUSTEE

SECTION 6.1    Duties of the Indenture Trustee............................30
SECTION 6.2    Rights of the Indenture Trustee............................31
SECTION 6.3    Individual Rights of the Indenture Trustee.................32
SECTION 6.4    The Indenture Trustee's Disclaimer.........................32
SECTION 6.5    Notice of Defaults.........................................32
SECTION 6.6    Reports by the Indenture Trustee to Holders................33
SECTION 6.7    Compensation and Indemnity.................................33
SECTION 6.8    Replacement of the Indenture Trustee.......................33
SECTION 6.9    Successor Indenture Trustee by Merger......................34
SECTION 6.10   Appointment of Co-Indenture Trustee or Separate
                  Indenture Trustee.......................................35
SECTION 6.11   Eligibility; Disqualification..............................36
SECTION 6.12   Preferential Collection of Claims Against the Issuer.......36

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1    The Issuer To Furnish the Indenture Trustee Names
                  and Addresses of the Noteholders........................36
SECTION 7.2    Preservation of Information; Communications to
                  the Noteholders.........................................37
SECTION 7.3    Reports by the Issuer......................................37
SECTION 7.4    Reports by the Indenture Trustee...........................37

                                 ARTICLE VIII

                         ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1    Collection of Money........................................38
SECTION 8.2    Trust Accounts.............................................38
SECTION 8.3    General Provisions Regarding Trust Accounts................39
SECTION 8.4    Release of Trust Estate....................................40
SECTION 8.5    Opinion of Counsel.........................................40


                                      iii
<PAGE>


                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

SECTION 9.1    Supplemental Indentures Without Consent of
                  Noteholders............................................41
SECTION 9.2    Supplemental Indentures with Consent of the
                   Noteholders...........................................42
SECTION 9.3    Effect of Supplemental Indenture..........................43
SECTION 9.4    Conformity with Trust Indenture Act.......................43
SECTION 9.5    Reference in Notes to Supplemental Indentures.............43
SECTION 9.6    Execution of Supplemental Indentures......................44

                                   ARTICLE X

                              PREPAYMENT OF NOTES

SECTION 10.1   Prepayment................................................44
SECTION 10.2   Form of Notice of Prepayment..............................44
SECTION 10.3   Notes Payable.............................................45

                                  ARTICLE XI

                                 MISCELLANEOUS

SECTION 11.1   Compliance Certificates and Opinions, etc.................45
SECTION 11.2   Form of Documents Delivered to the Indenture Trustee......47
SECTION 11.3   Actions of Noteholders....................................47
SECTION 11.4   Notices, etc., to the Indenture Trustee, the Issuer,
                  and Rating Agencies....................................48
SECTION 11.5   Notices to Noteholders; Waiver............................49
SECTION 11.6   Alternate Payment and Notice Provisions...................49
SECTION 11.7   Conflict with Trust Indenture Act.........................49
SECTION 11.8   Effect of Headings and Table of Contents..................50
SECTION 11.9   Successors and Assigns....................................50
SECTION 11.10  Separability..............................................50
SECTION 11.11  Benefits of Indenture.....................................50
SECTION 11.12  Legal Holidays............................................50
SECTION 11.13  GOVERNING LAW.............................................50
SECTION 11.14  Counterparts..............................................50
SECTION 11.15  Recording of Indenture....................................50
SECTION 11.16  Trust Obligation..........................................51
SECTION 11.17  No Petition...............................................51
SECTION 11.18  Inspection................................................51

                                      iv
<PAGE>






Exhibit A    -   Schedule of Receivables
Exhibit B    -   Form of Class A-1 Note
Exhibit C    -   Form of Class A-2 Note
Exhibit D    -   Form of Class A-3 Note
Exhibit E    -   Form of Class A-4 Note
Exhibit F    -   Form of Note Depository Agreement

                                      v
<PAGE>


                            CROSS REFERENCE TABLE(1)
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
      (c)(3)...............................................      11.1
      (d)..................................................      11.1
      (e)..................................................      11.1
      (f)..................................................       N.A.
315   (a)..................................................       6.1
      (b)..................................................       6.5; 11.5
      (c)..................................................       6.1
      (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

                                      i

---------
(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.

<PAGE>


     INDENTURE dated as of ________ __, 200_, between CHASE MANHATTAN AUTO
OWNER TRUST 200_-_, a Delaware business trust (the "Issuer"), and
____________________________, a national banking association, solely as
trustee and not in its individual capacity (the "Indenture Trustee").

     Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's Class A-1 ___%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2 ___% Asset Backed Notes
(the "Class A-2 Notes"), Class A-3 ___% Asset Backed Notes (the "Class A-3
Notes") and Class A-4 ___% Asset Backed Notes (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
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 of the
Issuer's right, title and interest in, to and under (a) the Receivables listed
in the Schedule of Receivables attached hereto as Exhibit A, which is
incorporated by reference herein, all proceeds thereof and all amounts and
monies received thereon on and after the Cutoff Date (including proceeds of
the repurchase of Receivables by the Seller pursuant to Section 3.2 of the
Sale and Servicing Agreement or the purchase of Receivables by the Servicer
pursuant to Section 4.6 or 9.1 of the Sale and Servicing Agreement); (b) the
security interests in the Financed Vehicles granted by the Obligors pursuant
to the Receivables and in any repossessed Financed Vehicles; (c) Liquidation
Proceeds and in any proceeds of any extended warranties, theft and physical
damage, guaranteed auto protection, credit life or credit disability policies
relating to the Financed Vehicles or the Obligors; (d) any proceeds from
Dealer repurchase obligations relating to the Receivables; (e) the Trust
Accounts and funds on deposit from time to time in the Trust Accounts
(including without limitation the Reserve Account Initial Deposit), and in all
investments and proceeds thereof (but excluding all investment income on funds
on deposit in the Collection Account); (f) the Sale and Servicing Agreement;
and (g) 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 of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, contract rights, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (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.


<PAGE>
                                                                             2


     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 best of its ability to the end that the
interests of the Holders of the Notes and (only to the extent expressly
provided herein) Holders of the Certificates may be adequately and effectively
protected.

                                  ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1  Definitions. Capitalized terms are used in this
Indenture as defined in Section 1.1 to the Sale and Servicing Agreement dated
as of ________ __, 200_, between the Issuer and Chase Manhattan Bank USA,
National Association, as Seller and Servicer (the "Sale and Servicing
Agreement").

     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:

     "Commission" means the Securities and Exchange Commission

     "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 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.

<PAGE>
                                                                             3


     SECTION 1.4 Calculations of Interest. All calculations of interest made
hereunder shall be made on the basis of a year of 360 days of twelve 30-day
months, other than the calculation of interest accrued on the Class A-1 Notes
at the Class A-1 Interest Rate, which will be calculated on the basis of a
360-day year based upon the actual number of days elapsed.

                                  ARTICLE II

                                   THE NOTES

     SECTION 2.1 Form. The Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes and the Class A-4 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 B, C, D and E, 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 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 B, C, D and E 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 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.

<PAGE>
                                                                             4


     The Indenture Trustee shall, upon written order of the Seller,
authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $__________, Class A-2 Notes for original issue in an
aggregate principal amount of $___________, Class A-3 Notes for original issue
in the aggregate principal amount of $___________ and Class A-4 Notes for
original issue in the aggregate principal amount of $___________. The
respective aggregate principal amount of Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes and Class A-4 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 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. 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 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.

                  The Indenture Trustee may revoke such appointment and remove
Chase as Note Registrar if the Indenture Trustee determines in its sole
discretion 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 Seller and the
Servicer; 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.

<PAGE>
                                                                             5


     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 Seller, the Servicer 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 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.

     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.

<PAGE>
                                                                             6


     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 any Note for a period of 15 days preceding the due
date for any payment in full with respect to such Note.

     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
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 protected 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, instead of issuing a replacement Note, the Issuer
may pay such destroyed, lost or stolen Note when so due or payable 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 protected 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
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the 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) 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.

<PAGE>
                                                                             7


     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.

     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; Defaulted Interest. (a)
The Notes shall accrue interest as provided in the forms of the Class A-1
Note, the Class A-2 Note, the Class A-3 Note and the Class A-4 Note set forth
in Exhibits B, C, D and E, respectively, and such interest shall be payable on
each Payment Date as specified therein. 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
Final Scheduled Payment Date 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.

     (b) The principal of each Note shall be payable in installments no later
than 12 noon, New York City time, on each Payment Date as provided in the
forms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the
Class A-4 Note, set forth in Exhibits B, C, D and E, respectively.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an
Event of Default shall have occurred and be continuing, if the Indenture
Trustee or the Holders of the Notes representing a majority of the Outstanding
Amount of the Notes have declared the Notes to be immediately due and payable
in the manner provided in Section 5.2. All principal payments on each class of
Notes shall be made pro rata to the Noteholders of such class entitled
thereto. The Indenture Trustee 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

<PAGE>
                                                                             8


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.

     SECTION 2.8 Cancellation. All Notes surrendered for payment, registration
of transfer or exchange 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 Sections314(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.

     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. 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;

<PAGE>
                                                                             9


          (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 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 Servicer 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
Servicer is unable to locate a qualified successor, (b) the Servicer 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 an Event of Servicing Termination, 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.

<PAGE>
                                                                            10


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

<PAGE>
                                                                            11


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


                                        -----------------------------------
                                          as Indenture Trustee

                                        By:
                                           ---------------------------------
                                           Authorized Officer

                                                         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 Collection Account and the Note
Distribution Account and make distributions to the Noteholders, the Servicer,
the Administrator and the Owner Trustee pursuant to Section 5.5 of the Sale
and Servicing Agreement. 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 Seller 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 Seller, 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 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;


<PAGE>
                                                                            12


          (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 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.

                                 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,
subject to Section 8.2(c), the Issuer will cause to be distributed all amounts
on deposit in the Note Distribution Account on a Payment Date deposited
therein pursuant to the Sale and Servicing Agreement (i) for the benefit of
the Class A-1 Notes, to the holders of the Class A-1 Notes, (ii) for the
benefit of the Class A-2 Notes, to the holders of the Class A-2 Notes, (iii)
for the benefit of the Class A-3 Notes, to the holders of the Class A-3 Notes
and (iv) for the benefit of the Class A-4 Notes, to the holders of the Class
A-4 Notes. 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. The Issuer
will give prompt written notice to the Indenture Trustee of the location, and

<PAGE>
                                                                            13


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
Sections 8.2(a) and (b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Collection
Account and the Note Distribution Account pursuant to Section 8.2(c) shall be
made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent,
and no amounts so withdrawn from the Collection Account and the Note
Distribution 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, at the direction of the Servicer in
accordance with Section 5.5 of the Sale and Servicing Agreement, the Indenture
Trustee or the Paying Agent shall deposit 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 Paying Agent is the Indenture Trustee or deposit was made by
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 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).

<PAGE>
                                                                            14


     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 business 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 Trust Estate.

     SECTION 3.5 Protection of Trust Estate. The Issuer will from time 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 Trust Estate and the rights of
     the Indenture Trustee and the Noteholders in such 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 or file any financing statement, continuation
statement or other instrument required to be executed or filed by the Issuer
pursuant to this Section.

     SECTION 3.6 Opinions as to 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

<PAGE>
                                                                            15


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, ____, 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
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 Receivables. (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 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 Servicer and 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 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 Sale and Servicing 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 an Event of
Servicing Termination under the Sale and Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee and the 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 an Event of Servicing
Termination shall arise from the failure of the Servicer to perform any of its
duties or obligations under the Sale and Servicing Agreement with respect to
the Receivables, 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 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,

<PAGE>
                                                                            16


supplement, termination, waiver or surrender of, the terms of any Collateral
or the Basic Documents, or waive timely performance or observance by the
Servicer or the Seller under the Sale and Servicing 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
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
     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 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 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, in each case on a Financed Vehicle and arising
     solely as a result of an action or omission of the related Obligor) 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 Trust Estate.

     SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee on or before March 31 of each year, commencing March 31,
____, 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

<PAGE>
                                                                            17

          (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 Trust, any Noteholder or any Certificateholder;

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

          (vi) 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
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

<PAGE>
                                                                            18


     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 Trust, any Noteholder or any Certificateholder;

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

          (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 Manhattan Auto Owner Trust
200_-_ 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 Manhattan
Auto Owner Trust 200_-_ is to be so released.

<PAGE>
                                                                            19


     SECTION 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the other Basic
Documents, issuing the Notes and the Certificates, 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 Servicer's Obligations. The Issuer shall use its best
efforts to cause the Servicer to comply with the Sale and Servicing Agreement.

     SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by the Sale and Servicing 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 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 Receivables and
related property pursuant to the Sale and Servicing 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 Servicer, the
Seller, the Owner Trustee, the Administrator, the Indenture Trustee and the
Certificateholders 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 Collection 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 Rating Agencies prompt written notice of each Event
of Default, any Event of Servicing Termination and each default on the part of
the Seller of its obligations under the Sale and Servicing Agreement.

<PAGE>
                                                                            20


     SECTION 3.19 Further Instruments and Acts. Upon request of the Indenture
Trustee, 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.

                                  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 Sections 4.2 and 4.4) 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,

               (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; or

               (B) all Notes not theretofore delivered to the Indenture
          Trustee for cancellation:

                    (1) have become due and payable,

                    (2) will become due and payable at their respective Note
               Final Scheduled Payment Dates within one year, or

                    (3) will be subject to prepayment within one year under
               arrangements satisfactory to the Indenture Trustee,

          and the Issuer, in the case of clauses (1), (2) or (3) of Section
          4.1(i)(B), 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

<PAGE>
                                                                            21


          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 Note Final Scheduled Payment Dates or the
          Payment Date on which the Notes are to be prepaid in full 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.

     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 particular Notes for
the payment 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 Sale and Servicing 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 4.4 Duration of the Position of the Indenture Trustee for the
Benefit of Certificateholders. Notwithstanding (i) the earlier payment in full
of all principal and interest due to the Noteholders under the terms of the
Notes of each class, (ii) the cancellation of such Notes pursuant to Section
2.8 and (iii) the discharge of the Indenture Trustee's duties hereunder with
respect to such Notes, the Indenture Trustee shall continue to act in the
capacity of the Indenture Trustee hereunder for the benefit of the
Certificateholders and the Indenture Trustee, for the benefit of the
Certificateholders, shall comply with its obligations under Sections 5.1, 5.5,
5.6, 7.5, 8.1 and 8.2 of the Sale and Servicing Agreement, as appropriate,
until such time as all distributions in respect of the Certificate Balance and
interest due to the Certificateholders have been paid in full.

<PAGE>
                                                                            22


                                  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) default in the payment of any interest on any Note when the same
     becomes due and payable on any Payment Date, and such default shall
     continue for a period of five days;

          (b) default in the payment of the principal of or any installment of
     the principal of any Note when the same becomes due and payable;

          (c) default in the observance or performance of any covenant or
     agreement of the Issuer made in this Indenture (other than a covenant or
     agreement, a default in the observance or performance of which is
     elsewhere in this Section specifically dealt with) which default
     materially and adversely affects the rights of the Noteholders, and which
     default shall continue or not be cured for a period of 30 days (or for
     such longer period, not in excess of 90 days, as may be reasonably
     necessary to remedy such default; provided that such default is capable
     of remedy within 90 days or less and the Servicer on behalf of the Issuer
     delivers an Officer's Certificate to the Indenture Trustee to the effect
     that the Issuer has commenced, or will promptly commence and diligently
     pursue, all reasonable efforts to remedy such default) after there shall
     have been given, by registered or certified mail, to the Issuer by the
     Indenture Trustee or to the Issuer and the Indenture Trustee by the
     Holders of at least 25% of the Outstanding Amount of the Notes, a written
     notice specifying such default and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder; and

          (d) an Insolvency Event shall have occurred for the Issuer.

     The Issuer shall deliver to the Indenture Trustee, within five days after
the occurrence thereof, written notice in the form of an Officer's Certificate
of any event which with the giving of notice and the lapse of time would
become an Event of Default under clause (c), its status and what action the
Issuer is taking or proposes to take with respect thereto.

     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.

<PAGE>
                                                                            23


     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 for a period of five days, or (ii) default is made in
the payment of the principal of or any installment 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, and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and
counsel.

     (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
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 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:

<PAGE>
                                                                            24


          (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

          (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 bad faith.

          (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.

<PAGE>
                                                                            25


          (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 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 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 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 the Indenture Trustee may not sell or otherwise liquidate the
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 and the
Certificateholders are sufficient to discharge in full all amounts then due
and unpaid upon such Notes for principal and interest and the Certificate
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 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 clause (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 Trust Estate for such purpose.

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

<PAGE>
                                                                            26


          FIRST: to the Indenture Trustee for amounts due under Section 6.7;
     and

          SECOND: to the Collection Account for distribution pursuant to
     Section 9.1(b) of the Sale and Servicing Agreement.

     SECTION 5.5 Optional Preservation of the Receivables. 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 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 Trust Estate. In determining whether to maintain possession of the 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 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:

     (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.

<PAGE>
                                                                            27


     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 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 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;

<PAGE>
                                                                            28


          (b) subject to the express terms of Section 5.4, any direction to
     the Indenture Trustee to sell or liquidate the 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 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 Trust Estate shall be of no force and
     effect;

          (d) the Indenture Trustee may take any other action deemed proper 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
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, 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

<PAGE>
                                                                            29


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.

     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 Trust
Estate or upon any of the assets of the Issuer.

     SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer agrees to take all such lawful action as
the Indenture Trustee may request to compel or secure the performance and
observance by the Seller and the Servicer, as applicable, of each of their
respective obligations to the Issuer under or in connection with the Sale and
Servicing 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 Sale and Servicing Agreement to the
extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Seller or the Servicer
thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Seller or the Servicer of
each of their respective obligations under the Sale and Servicing 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 or by
telephone (confirmed in writing promptly thereafter)) 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 Sale and Servicing
Agreement and exercise all rights, remedies, powers, privileges and claims of
the Issuer against the Seller or the Servicer under or in connection with the
Sale and Servicing Agreement, including the right or power to take any action
to compel or secure performance or observance by the Seller or the Servicer of
each of their respective obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement, and any right of the Issuer to take such action
shall be suspended.
<PAGE>
                                                                            30


                                  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 Sale and Servicing Agreement. If an Event of Default
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 Sale and Servicing 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 Servicer pursuant
to Section 8.2 of the Sale and Servicing Agreement, the Indenture Trustee in
performing such duties shall use the degree of skill and attention customarily
exercised by a servicer with respect to automobile receivables that it
services 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 Sale and
Servicing Agreement, shall examine them to determine whether they conform to
the requirements of this Indenture or the Sale and Servicing 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 Servicer to the
Indenture Trustee pursuant to this Indenture or the Sale and Servicing
Agreement.

     (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 malfeasance;
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 Sale and Servicing Agreement, and no implied
     covenants or obligations shall be read into this Indenture or the Sale
     and Servicing 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 Sale and Servicing Agreement; and

          (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.


<PAGE>
                                                                            31


     (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 Sale and Servicing 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
Servicer (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 Servicer
in accordance with the terms of the Sale and Servicing Agreement.

     (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 Receivable or to impair the
value of any Receivable.

     (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 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.

<PAGE>
                                                                            32


     (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, 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 Seller, the Servicer and the 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 against such cost, expense, or liability or payment of such expenses
as a condition precedent to so proceeding. The reasonable expense of every
such examination shall be paid by the Issuer or by the Servicer at the
direction of the Issuer or, if paid by the Indenture Trustee, shall be
reimbursed by the Issuer or by the Servicer at the direction of the Issuer
upon demand. Nothing in this clause (f) shall affect the obligation of the
Issuer or the Servicer to observe any applicable law prohibiting disclosure of
information regarding the Obligors.

     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. 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

<PAGE>
                                                                            33


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, 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 (or the
Paying Agent on its behalf) 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
Servicer pursuant to the Sale and Servicing Agreement to pay to the Indenture
Trustee from time to time reasonable compensation 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
Servicer pursuant to the Sale and Servicing Agreement to reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Indenture Trustee's agents,
counsel, accountants and experts. The Issuer shall cause the Servicer pursuant
to the Sale and Servicing Agreement to indemnify the Indenture Trustee against
any and all loss, liability or expense (including the fees of either in-house
counsel or outside counsel, but not both) incurred by it in connection with
the administration of this trust and the performance of its duties hereunder.
The Indenture Trustee shall notify the Issuer and the Servicer promptly of any
claim for which it may seek indemnity.

     The Servicer'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.

     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

<PAGE>
                                                                            34


          (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 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 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 Servicer'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 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

<PAGE>
                                                                            35


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 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 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.

<PAGE>
                                                                            36


     (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 Section310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $100,000,000 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 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 Rating Agencies. The Indenture Trustee shall comply with TIA
Section310(b), including the optional provision permitted by the second
sentence of TIA Section310(b)(9); provided that there shall be excluded from
the operation of TIA Section310(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 Section 310(b)(1) are met.

     SECTION 6.12 Preferential Collection of Claims Against the Issuer. The
Indenture Trustee shall comply with TIA Section311(a), excluding any creditor
relationship listed in TIA Section311(b). A Indenture Trustee who has resigned
or been removed shall be subject to TIA Section311(a) to the extent indicated
therein.

                                 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.

<PAGE>
                                                                            37


     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 and 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 Section312(b) with
other Noteholders with respect to their rights under this Indenture or under
the Notes.

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

SECTION 7.3       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 the annual
     reports and of the 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 Section313(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
     7.3(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 7.4 Reports by the Indenture Trustee. If required by TIA Section
313(a), within 60 days after each March 31, beginning with March 31, 200_ the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b). A
copy of each report at the time of its mailing to Noteholders shall be filed

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                                                                            38


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. On each Payment Date,
the Indenture Trustee shall include with each payment to each Noteholder a
copy of the statement for the related Collection Period provided to the
Indenture Trustee pursuant to Section 5.8 of the Sale and Servicing 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 Sale and Servicing 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 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 Trust Accounts(a) On or prior to the Closing Date, the Issuer
shall establish and thereafter maintain the Collection Account and the Reserve
Account as provided in Sections 5.1 and 5.6 of the Sale and Servicing
Agreement. On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and thereafter maintain the Note Distribution Account as
provided in Section 5.1 of the Sale and Servicing Agreement.

     (b) Before each Payment Date, the Servicer and the Seller are required to
deposit the Total Distribution Amount for such Payment Date in the Collection
Account pursuant to Sections 5.2 and 5.4 of the Sale and Servicing Agreement.
On each Deposit Date, the Indenture Trustee shall withdraw the Reserve Account
Transfer Amount for the related Payment Date from the Reserve Account and
deposit it in the Collection Account in accordance with Section 5.5(b) of the
Sale and Servicing Agreement. On or before each Payment Date, the Indenture
Trustee or the Paying Agent on behalf of the Indenture Trustee shall transfer
the Noteholders' Distributable Amount for such Payment Date from the
Collection Account to the Note Distribution Account in accordance with Section
5.5(c) of the Sale and Servicing Agreement.

     (c) Not later than 12:00 noon, New York City time, on each Payment Date,
the Indenture Trustee or the Paying Agent on behalf of the Indenture Trustee
shall distribute all amounts on deposit in the Note Distribution Account to
the Noteholders to the extent of amounts due and unpaid on the Notes for
principal and interest in the following amounts and in the following order of
priority:

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                                                                            39


          (i) to accrued and unpaid interest on the Notes; provided that if
     there are not sufficient funds in the Note Distribution Account to pay
     the entire amount of accrued and unpaid interest then due on the Notes,
     the amount in the Note Distribution Account shall be applied to the
     payment of such interest on the Notes pro rata on the basis of the total
     such interest due on the Notes;

          (ii) unless otherwise provided in clause (vi) below, to the Holders
     of the Class A-1 Notes until the Outstanding Amount of the Class A-1
     Notes is reduced to zero;

          (iii) unless otherwise provided in clause (vi) below, to the Holders
     of the Class A-2 Notes until the Outstanding Amount of the Class A-2
     Notes is reduced to zero;

          (iv) unless otherwise provided in clause (vi) below, to the Holders
     of the Class A-3 Notes until the Outstanding Amount of the Class A-3
     Notes is reduced to zero;

          (v) unless otherwise provided in clause (vi) below, to the Holders
     of the Class A-4 Notes until the Outstanding Amount of the Class A-4
     Notes is reduced to zero; and

          (vi) if the Notes have been declared immediately due and payable as
     provided in Section 5.2, any amounts remaining in the Note Distribution
     Account after the applications described in Section 8.2(c)(i) shall be
     applied to the repayment of principal on each of the Notes pro rata on
     the basis of the respective unpaid principal amount of each such Note.

     SECTION 8.3 General Provisions Regarding Trust Accounts. (a) In
accordance with Section 5.1 and Section 5.6 of the Sale and Servicing
Agreement, all funds in the Collection Account and the Reserve Account shall
be invested in Permitted Investments upon written direction of the Servicer or
the Seller, as applicable. All income or other gain from investments of moneys
deposited in such Trust Accounts shall be paid as provided in the Sale and
Servicing Agreement, and any loss resulting from such investments shall be
charged to such account.

     (b) Subject to Section 6.1(b), the Indenture Trustee shall not in any way
be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein 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.

     (c) If (i) the Servicer or the Seller, as applicable, shall have failed
to give investment directions for any funds on deposit in the Collection
Account or the Reserve Account, as the case may be, to the Indenture Trustee
by 11:00 a.m. New York City time (or such other time as may be agreed by the
Servicer or the Seller, as applicable, 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 Trust Estate are being applied in accordance with
Section 5.5 as if there had not been such a declaration, then the Indenture

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                                                                            40


Trustee shall, to the fullest extent practicable, invest and reinvest funds in
such Trust Accounts 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 8.4 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and 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, and all sums due the Indenture Trustee pursuant to Section 6.7
have been paid, release any remaining portion of the 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 to the Issuer or any
other Person entitled thereto any funds then on deposit in the Reserve Account
or the Collection Account only at such time as (x) there are no Notes
Outstanding, (y) all payments in respect of Certificate Balance and interest
due to the Certificateholders have been paid in full and (z) all sums due to
the Indenture Trustee pursuant to Section 6.7 have been paid. The Indenture
Trustee shall release property from the lien of this Indenture pursuant to
this Section 8.4(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 Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.1.

     SECTION 8.5 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 8.4(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 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.

<PAGE>
                                                                            41


                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

     SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. (a)
Without the consent of the Holders of any Notes but with prior notice to the
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;

          (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; and

          (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.

          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.

<PAGE>
                                                                            42


     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but
with prior notice to the Rating Agencies by the Issuer, as evidenced to 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 such action shall not, as evidenced by an Opinion of Counsel, materially
and adversely affect the interests of any Noteholder.

     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 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 or the
     interest rate thereon, change the provision of this Indenture relating to
     the application of collections on, or the proceeds of the sale of, the
     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;

          (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 certain provisions of this Indenture or certain
     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 Trust
     Estate pursuant to Section 5.4;

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

<PAGE>
                                                                            43


          (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 prepayment 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
     Trust Estate or, except as otherwise permitted or contemplated herein or
     in the Basic Documents, 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.

     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 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 an 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

<PAGE>
                                                                            44


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

                              PREPAYMENT OF NOTES

     SECTION 10.1 Prepayment. The principal amount of the Class A-4 Notes,
plus all accrued and unpaid interest thereon, will be due and payable on any
Payment Date upon the exercise by the Servicer of its option to purchase the
Receivables pursuant to Section 9.1(a) of the Sale and Servicing Agreement;
provided that the Issuer has available funds sufficient to pay the principal
amount of the Class A-4 Notes, plus accrued and unpaid interest thereon, on
such Payment Date. The Servicer shall furnish notice of such election to the
Indenture Trustee and the Note Registrar not later than the 25th day of the
month prior to the Payment Date on which it proposes to purchase the
Receivables pursuant to Section 9.1(a) of the Sale and Servicing Agreement and
the Issuer shall deposit or cause the Servicer to deposit with the Indenture
Trustee in the Collection Account on such Payment Date an amount equal to the
principal amount of the Class A-4 Notes, plus accrued and unpaid interest
thereon, whereupon all such Class A-4 Notes shall become due and payable on
such Payment Date.

     SECTION 10.2 Form of Notice of Prepayment. Notice of prepayment in full
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 Payment Date to each Holder of Class A-4 Notes, as of the close of
business on the Record Date preceding the applicable Payment Date, at such
Holder's address appearing in the Note Register.

     All notices of prepayment shall state:

          (i) the Payment Date on which the Class A-4 Notes will be prepaid;

          (ii) 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 Class A-4 Notes and the place where such Class A-4
     Notes are to be surrendered for payment in full (which shall be the
     office or agency to be maintained as provided in Section 3.2); and

<PAGE>
                                                                            45


          (iii) that interest on the Class A-4 Notes shall cease to accrue on
     such Payment Date.

     Notice of prepayment of the Class A-4 Notes shall be given by the
Indenture Trustee in the name and at the expense of the Issuer. Failure to
give notice of prepayment or any defect therein, to any Holder of any Class
A-4 Notes shall not impair or affect the validity of the prepayment of any
other Class A-4 Note.

     SECTION 10.3 Notes Payable. The principal amount of the Class A-4 Notes,
plus accrued and unpaid interest thereon, shall, following notice of
prepayment as required by Section 10.2, on the Payment Date on which the
Servicer purchases the Receivables pursuant to Section 9.1(a) of the Sale and
Servicing Agreement become due and payable and (unless the Issuer shall
default in the payment of the principal of and accrued and unpaid interest on
the Class A-4 Notes) no interest shall accrue on the principal of and accrued
and unpaid interest on the Class A-4 Notes for any period after such Payment
Date.

                                  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;

<PAGE>
                                                                            46


          (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 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) Other than with respect to the release of any Repurchased
     Receivables or Defaulted Receivables, 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 other than Repurchased Receivables and Defaulted
     Receivables, or securities released from the lien of this Indenture since
     the commencement of the then current calendar year, 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.

<PAGE>
                                                                            47


          (v) Notwithstanding Section 2.9 or any provision of this Section,
     the Issuer may (A) collect, liquidate, sell or otherwise dispose of the
     Receivables as and to the extent permitted or required by the Basic
     Documents and (B) make cash payments out of the 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 document, 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 my 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 Servicer, the Seller or the
Issuer, stating that the information with respect to such factual matters is
in the possession of the Servicer, the Seller 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

<PAGE>
                                                                            48


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 Servicer. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Indenture Trustee, the Issuer and the Servicer, 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) The ownership of the Notes shall be proved by the Note Register.

     (d) 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 Servicer in reliance thereon, regardless
of whether notation of such action is made upon such Note.

     (e) 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
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 or mailed
certified mail, return receipt requested and shall be deemed to have been duly
given upon receipt by 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 Manhattan
Auto Owner Trust 200_-_, in care of ______________ 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 Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Indenture 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, (ii) in the case of Standard &
Poor's, at the following address: Standard & Poor's Ratings Service, 55 Water
Street, New York, New York 10041, Attention: Asset 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.

<PAGE>
                                                                            49


     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 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
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 Sections 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.

<PAGE>
                                                                            50


     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 the Noteholders and (only to the
extent expressly provided herein) the Certificateholders, and any other party
secured hereunder, and any other person with an ownership interest in any part
of the 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.

     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.

<PAGE>
                                                                            51


     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 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, 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 VI, VII and VIII of the Trust
Agreement.

     SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Issuer or join in any
institution against the Issuer of, any bankruptcy, 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, this Indenture or any of the other
Basic Documents.

     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.


<PAGE>
                                                                            52


     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.



                                            CHASE MANHATTAN AUTO
                                              OWNER TRUST 200_-_


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


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




                                            -------------------------------,
                                            not in its individual capacity
                                            but solely as Indenture Trustee


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


<PAGE>


                                                                     EXHIBIT A


                            SCHEDULE OF RECEIVABLES

           Delivered to the Owner Trustee and the Indenture Trustee
                             on the Closing Date.



<PAGE>


                                                                     EXHIBIT B


                               FORM OF A-1 NOTES

REGISTERED        $________

No. R-____                                             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 MANHATTAN AUTO OWNER TRUST 200_-_

                       ___% CLASS A-1 ASSET BACKED NOTES

     Chase Manhattan Auto Owner Trust 200_-_, a 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 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-1 Notes pursuant to Section 3.1 of the Indenture; provided that the
entire unpaid principal amount of this Note shall be due and payable on the
_________ 200_ Payment Date. 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 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 __________ __, 200_. Interest
will be computed on the basis of actual days elapsed in a 360-day year. Such
principal of and interest on this Note shall be paid in the manner specified
in the Indenture.

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

<PAGE>
                                                                             2


     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.



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

Dated: ________ ___, 200_



                                   CHASE MANHATTAN AUTO OWNER TRUST 200_-_

                                   By:
                                       -------------------------------------,
                                        not in its individual capacity
                                        but solely as Owner Trustee
                                        under the Trust Agreement



                                        By:
                                            ---------------------------------
                                             Name:
                                             Title:
<PAGE>
                                                                             3


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



Dated:  __________ __, 200_



                                        -------------------------------------,
                                        not in its individual capacity
                                        but solely as Indenture Trustee


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



<PAGE>
                                                                             4


                               [REVERSE OF NOTE]



     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Class A-1 Asset Backed Notes (herein called the "Class
A-1 Notes" or the "Notes"), all issued under an Indenture dated as of ________
__, 200_ (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and __________________, not in its individual
capacity but solely as trustee (the "Indenture Trustee", which term includes
any successor Indenture Trustee under the Indenture), 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 Notes and the Class A-2 Notes, Class A-3 Notes and Class A-4 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-1 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 this 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 Seller, the Servicer, the Noteholders and the
Note Owners, the Issuer, the Certificateholders and the Certificate Owners
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, this Indenture or any of the other
Basic Documents.

<PAGE>
                                                                             5


     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, 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 Chase Manhattan Bank USA, National
Association 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 Indenture Trustee for the sole purpose
of binding the interests of the Indenture 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.

<PAGE>
                                                                             6


                                  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.


<PAGE>


                                                                     EXHIBIT C


                               FORM OF A-2 NOTES

REGISTERED        $________

No. R-__                                                 CUSIP NO. _________ 1

     [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 MANHATTAN AUTO OWNER TRUST 200_-_

                       ___% CLASS A-2 ASSET BACKED NOTES

     Chase Manhattan Auto Owner Trust 200_-_, a 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 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 A-2 Notes pursuant to Section 3.1 of the
Indenture; provided that the entire unpaid principal amount of this Note shall
be due and payable on the _______ 200_ Payment Date. No payments of principal
of the Class A-2 Notes will be made until the principal of the Class A-1 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 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 ________ __, 200_. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. Such
principal of and interest on this Note shall be paid in the manner specified
in the Indenture.

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


<PAGE>
                                                                             2


     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.

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

Dated:   ________ __, 200_



                                CHASE MANHATTAN AUTO OWNER TRUST 200_-_

                                By:
                                        --------------------------------------,
                                         not in its individual capacity
                                         but solely as Owner Trustee under
                                         the Trust Agreement



                                     By:
                                        --------------------------------------
                                         Name:
                                         Title:
<PAGE>
                                                                             3


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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



Dated:   __________ __, 200_



                                        --------------------------------,
                                        not in its individual capacity
                                        but solely as Indenture Trustee


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

<PAGE>
                                                                             4


                               [REVERSE OF NOTE]



     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Class A-2 Asset Backed Notes (herein called the "Class
A-2 Notes" or the "Notes"), all issued under an Indenture dated as of ________
__, 200_ (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and ___________________, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), 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 Notes and the Class A-1 Notes, Class A-3 Notes and Class A-4 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-2 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 this 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 Seller, the Servicer, the Noteholders, the Note
Owners, the Issuer, the Certificateholders and the Certificate Owners 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, this Indenture or any of the other
Basic Documents.

<PAGE>
                                                                             5


     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, 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 Chase Manhattan Bank USA, National
Association, 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 Indenture Trustee for the sole purpose
of binding the interests of the Indenture 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.

<PAGE>
                                                                             6


                                  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.

<PAGE>

                                                                     EXHIBIT D


                               FORM OF A-3 NOTES

REGISTERED        $________

No. R-__                                              CUSIP NO. _________ 1

     [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 MANHATTAN AUTO OWNER TRUST 200_-_

                       ___% CLASS A-3 ASSET BACKED NOTES

     Chase Manhattan Auto Owner Trust 200_-_, a 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 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 A-3 Notes pursuant to Section 3.1 of the
Indenture; provided that the entire unpaid principal amount of this Note shall
be due and payable on the ________ 200_ Payment Date. No payments of principal
of the Class A-3 Notes will be made until the principal of the Class A-1 Notes
and the Class A-2 Notes have 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 Date),

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

<PAGE>
                                                                             2


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 ________
__, 200_. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 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.

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

Dated:   ________ __, 200_



                            CHASE MANHATTAN AUTO OWNER TRUST 200_-_

                            By:  ___________________________________,
                                  not in its individual capacity but
                                  solely as Owner Trustee under the
                                  Trust Agreement



                                 By:
                                     ----------------------------------
                                     Name:
                                     Title:
<PAGE>
                                                                             3


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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



Dated:   __________ __, 200_



                                   ----------------------------------,
                                   not in its individual capacity
                                   but solely as Indenture Trustee


                                   By:
                                      -------------------------------,
                                       Authorized Signatory
<PAGE>
                                                                             4


                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Class A-3 Asset Backed Notes (herein called the "Class
A-3 Notes" or the "Notes"), all issued under an Indenture dated as of ________
__, 200_ (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and _____________________, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successo Indenture Trustee under the Indenture), 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 Notes and the Class A-1 Notes, Class A-2 Notes and Class A-4 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-3 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 this 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 Seller, the Noteholders, the Note Owners, the
Issuer, the Certificateholders and the Certificate Owners 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, this Indenture or any of the other
Basic Documents.

<PAGE>
                                                                             5


     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, 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 Chase Manhattan Bank USA, National
Association, 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 Indenture Trustee for the sole purpose
of binding the interests of the Indenture 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.

<PAGE>
                                                                             6


                                  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.

<PAGE>


                                                                     EXHIBIT E


                               FORM OF A-4 NOTES

REGISTERED        $________

No. R-__                                              CUSIP NO. _________ 1

     [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 MANHATTAN AUTO OWNER TRUST 200_-_

                       ___% CLASS A-4 ASSET BACKED NOTES

     Chase Manhattan Auto Owner Trust 200_-_, a 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 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 A-4 Notes pursuant to Section 3.1 of the
Indenture; provided that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the ___ 200_ Payment Date and the date on
which the Class A-4 Notes are subject to prepayment pursuant to Section 10.1
of the Indenture. No payments of principal of the Class A-4 Notes will be made
until the principal of the Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes have 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 Date), subject to
certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture.

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

<PAGE>
                                                                             2


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 ________ __, 200_.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. 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.

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

Dated:   ________ __, 200_



                             CHASE MANHATTAN AUTO OWNER TRUST 200_-_

                             By:
                                 ------------------------------------------,
                                   not in its individual capacity but
                                   solely as Owner Trustee under the
                                   Trust Agreement



                                  By:
                                      ---------------------------------------
                                       Name:
                                       Title:
<PAGE>
                                                                             3



               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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



Dated:   ___________ __, 200_



                               ----------------------------------,
                               not in its individual capacity
                               but solely as Indenture Trustee


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

<PAGE>
                                                                             4


                               [REVERSE OF NOTE]



     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Class A-4 Asset Backed Notes (herein called the "Class
A-4 Notes" or the "Notes"), all issued under an Indenture dated as of ________
__, 200_ (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and ___________________, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), 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 Notes and the Class A-1 Notes, Class A-2 Notes and Class A-3 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-4 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 this 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 Indenture 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 Seller, the Servicer, the Noteholders, the Note
Owners, the Issuer, the Certificateholders and the Certificate Owners 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 for such
tax purposes as indebtedness of the Issuer.

     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,

<PAGE>
                                                                             5


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, this 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, without reference to its conflict of law
provisions, 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 Chase Manhattan Bank USA, National
Association, 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 Indenture Trustee for the sole purpose
of binding the interests of the Indenture 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.

<PAGE>
                                                                             6


                                  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.


<PAGE>

                                                                     EXHIBIT F


                           Note Depository Agreement


<PAGE>

                    Schedule 21 Application for Loan Guarantee
                               Structure of the Loan


Financing Overview

In connection with the plan of reorganization (the "Plan"), the Borrower will
secure exit financng throuth:  (i) a $110 million term loan (the "Term Loan")
and a working capital facility of up to $125 million (the "Revolver").  The
parent company of the Borrower will also offer, through a rights offering, up
to $25 million of non-redeemable convertible preferred stock (the "Convertible
Preferred Stock"). The Lender is seeking a U.S. Government guarantee under the
Emergency Steel Loan Guarantee Act of 1999 (the "Guarantee") for the Term Loan,
which will be secured by substantially all of the Borrower's operating assets
(excluding a first position on inventory, accounts receivable, certain
equipment and related intangibles).  Proceeds from the Term Loan will be used
by the Borrower to:  (i) repay approximately $91 million in debtor-in-
possession financing, (ii) pay approximately $14 million in reorganization and
administrative costs and (iii) fund general corporate expenses.

The revolver will be used to fund future working capital requirements and will
be undrawn at the time the Plan is completed.  Availability under the Revolver
will be limited to the sum of:  (i) 60% of eligible inventory and (ii) 85% of
eligible accounts receivable.  The Borrower has received a commitment from the
Lender for the Revolver subject to consummation of the Plan.

The Convertible Preferred Stock will be offered to all unsecured creditors of
the Borrower through a rights offering to be completed as part fo the Plan.
The Convertible Preferred Stock will be issued by the parent of the Borrowwer
and substantially all the proceeds thereof will be transferred to the Borrrower
through an inter-company laon.  Annual interest payable thereunder will be
limited and will be subject to the Company's successful financial performance.
The Plan gives each unsecured creditor at least a pro rata right to purchase
the Convertible Preferred Stock.  These rights, in the aggregate, entitle the
unsecured creditors to acquire 23.15% of the common stock to be issued under
the Plan for the total of $25.0 million.  The Convertible Preferred Stock will
pay a 12% dividend, of which 8% will be paid in cash and 4% will be paid in
new common stock.  If any portion of the cash dividend cannot be paid in cash
for any reason, such amount will be pain in new common stock.  At the time the
plan was filed, Loomis Sayles and Company L.P. ("Loomis") and Albert Fried &
Co. ("Fried") had agreed that, to the extent that subscription rights were not
exercised by the Borrower's unsecured creditors, Loomis and Fried would back-
stop all unexercised rights (Fried agreed to back-stop $10.0 million and Loomis
$15.0 million, respectively).  The Company has since agreed to release Fried
from its back-stop commitment upon Fried fully funding Tranche C of the Term
Loan, as discussed below.  Moreover, Loomis has informed the Borrower that for
various reasons, including an assertion of a material adverse change, it
considers itself released from its back-stop commitment.  The borrower disputes
Loomis' position, and the dispute is the subject of ongoing litigation (See
Schedule 37).  As a result of the foregoing and depending on the outcome of the
litigation, there can be no assurance as to the exact amount of proceeds, if
any, raised by the rights offering.  Proceeds, if any, from the issuance of the
Convertible Preferred Stock will be used by the Borrower for general corporate
purposes.

<PAGE>

Structure of the Term Loan

In order to meet the percentage holding requirements for the Guarantee and
minimize the all-in interest cost to the Borrower, the Term Loan will be
structured in three tranches, as summarized below:

<TABLE>
<CAPTION>

                                          Non-
($ in 000s)        Guaranteed             Guaranteed             Total
-----------        ----------             ----------             -----
<S>                <C>         <C>        <C>       <C>          <C>

Tranche A          $ 14,025    (85%)      $2,475    (15%)        $16,500

Tranche B          $ 79,475    (95%)      $4,183    (5%)         $83,658

Tranche C                $0     (0%)      $9,842    (100%)       $ 9,842
                   --------    -----     -------    ------      --------

Total              $ 93,500    (85%)     $16,500    (15%)       $110,000
                   ========    =====     =======    ======      ========

</TABLE>

The Borrower and the Lender have applied for an 85% guarantee of the Term Loan,
or $93.5 million as shown above.  The administrative agent for the Term Loan
(the "Administrative Agent") has committed to hold 15% of the Term Loan ($16.5
million), of which 85% ($14.025 million) will be guaranteed and 15% ($2.475
million) will be non-guaranteed ("Tranche A").  All of the Administrative
Agent's direct holdings of the Term Loan will be in Tranche A.  The Borrower
understands that the second tranche ("Tranche B") will be syndicated to
Eligible Lenders (as defined in the Act) and will be 95% guaranteed ($79.475
million) and 5% non-guaranteed ($4.183 million).  The remaining portion of the
Term Loan ($9.842 million), none of which will be guaranteed ("Tranche C"),
will be held by Fried.

Since the initial Application for government guarantee, LIBOR rates have
increased by 70 basis points from 6.0% to 6.7%.  Based on current LIBOR rates,
the blended interest rate on the Term Loan is approximately 9.6%.  Term sheets
for each Tranche are attached hereto.

<PAGE>

                   Schedule 11 to Application for Loan Guarantee
                       Summary of Key Parties to the Borrower


Prior to consummation of the plan of reorganization (the "Plan"), no individual
or party has more than a 20% economic ownership interest in the Borrower.  In
connection with the Plan, substantially al of the pre-petition debt and equity
interests in the Borrower, including the:  (i) 9.5 Senior Notes, (ii) 11.125%
Senior Notes (collectively, the "Notes"), (iii) 14% cumulative redeemable
preferred stock (the "Preferred Stock") and (iv) common stock, will be
restructured.  As a result of the Plan, substantially all of the Borrower's
unsecured claims (the "Unsecured Claims"), including the Notes, will be
exchanged into common shares of a newly-formed holding company, Geneva Steel
Holdings Corporation ("Holdings").  Following the Plan, the Borrower will be
wholly-owned by Holdings and the existing unsecured creditors of the Borrower
(the "Unsecured Creditors") will own substantially all of Holdings.

The Borrower is unable to determine the precise ownership of Holdings pro
forma for the Plan due to several factors, including:  (i) final claims
resolution, (ii) potential market trading of the Unsecured Claims, (iii) the
level of participation in a rights offering by Unsecured Creditors and (iv)
other Plan provisions.

Based on information provided to the Borrower, Loomis Sayles and Company L.P.
("Loomis") and Albert Fried & Co. ("Fried") own approximately $55 million and
$60 million of the Notes, respectively, or approximately 14% and 15%,
respectively, of total Unsecured Claims (assuming $400 million in Unsecured
Claims).  The Plan assumes that Unsecured Creditors will own over 90% of
Holdings, these percentage ownership interests may change (See Schedule 21,
"Structure of the Loan").

Additional factors preclude the Borrower from determining with certainty the
pro forma ownership of Holdings.  The amount of Unsecured Claims may increase
or decrease prior to consummation of the Plan.  In addition, holders of the
Notes and/or Unsecured Claims can sell such claims to one or more purchasers
prior to consummation of the Plan.