Exhibit 4.3(C)

                                                  Form of Amended and Restated
                                                 Trust Agreement (Owner Trust)







                    CHASE MANHATTAN AUTO OWNER TRUST 200_-_


                     AMENDED AND RESTATED TRUST AGREEMENT



                                    between



                CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                                 as Depositor



                                     -and-



                         ____________________________,
                               as Owner Trustee



                        Dated as of _________ __, 200_




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                               TABLE OF CONTENTS

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                                                                                                               Page



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

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


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

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


ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS................................................................7

         SECTION 3.1. Initial Ownership...........................................................................7
         SECTION 3.2. The Certificates............................................................................7
         SECTION 3.3. Execution, Authentication and Delivery of Certificates......................................7
         SECTION 3.4. Registration of Transfer and Exchange of Certificates.......................................7
         SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates...........................................9
         SECTION 3.6. Persons Deemed Certificateholders...........................................................9
         SECTION 3.7. Access to List of Certificateholders' Names and Addresses...................................9
         SECTION 3.8. Maintenance of Office or Agency............................................................10
         SECTION 3.9. Appointment of Paying Agent................................................................10
         SECTION 3.10. Book-Entry Certificates...................................................................11
         SECTION 3.11. Notices to Clearing Agency................................................................12
         SECTION 3.12. Definitive Certificates...................................................................12
         SECTION 3.13. Authenticating Agent......................................................................13
         SECTION 3.14. Actions of Certificateholders.............................................................14


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

         SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain Matters.........................14
         SECTION 4.2. Action by Certificateholders with Respect to Certain Matters...............................15

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


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

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


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

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


ARTICLE VII CONCERNING OWNER TRUSTEE.............................................................................22

         SECTION 7.1. Acceptance of Trusts and Duties............................................................22
         SECTION 7.2. Furnishing of Documents....................................................................24
         SECTION 7.3. Representations and Warranties.............................................................24
         SECTION 7.4. Reliance; Advice of Counsel................................................................25
         SECTION 7.5. Not Acting in Individual Capacity..........................................................25
         SECTION 7.6. Owner Trustee May Own Certificates and Notes...............................................25


ARTICLE VIII COMPENSATION OF OWNER TRUSTEE.......................................................................26

         SECTION 8.1. Owner Trustee's Fees and Expenses..........................................................26
         SECTION 8.2. Indemnification............................................................................26
         SECTION 8.3. Payments to Owner Trustee..................................................................27


ARTICLE IX TERMINATION OF TRUST AGREEMENT........................................................................27

         SECTION 9.1. Termination of Trust Agreement.............................................................27

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ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL
                  OWNER TRUSTEES.................................................................................28

         SECTION 10.1. Eligibility Requirements for Owner Trustee................................................28
         SECTION 10.2. Resignation or Removal of Owner Trustee...................................................28
         SECTION 10.3. Successor Owner Trustee...................................................................29
         SECTION 10.4. Merger or Consolidation of Owner Trustee..................................................30
         SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.............................................30


ARTICLE XI MISCELLANEOUS.........................................................................................31

         SECTION 11.1. Supplements and Amendments................................................................31
         SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders................................32
         SECTION 11.3. Limitations on Rights of Others...........................................................33
         SECTION 11.4. Notices ..................................................................................33
         SECTION 11.5. Severability..............................................................................33
         SECTION 11.6. Separate Counterparts.....................................................................33
         SECTION 11.7. Successors and Assigns....................................................................34
         SECTION 11.8. No Recourse...............................................................................34
         SECTION 11.9. No Petition...............................................................................34
         SECTION 11.10. Headings.................................................................................34
         SECTION 11.11. GOVERNING LAW............................................................................34
         SECTION 11.12. Certificate Transfer Restrictions........................................................34

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                                   EXHIBITS

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



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     AMENDED AND RESTATED TRUST AGREEMENT dated as of _________ __, 200_
between CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), a
national banking association having its principal executive offices located at
802 Delaware Avenue, Wilmington, Delaware 19801, as the depositor (in its
capacity as the depositor, the "Depositor") and ___________________, a _______
banking corporation, as the owner trustee (the "Owner Trustee"), amending and
restating in its entirety the Trust Agreement, dated as of ____________ __,
200_ (the "Original Trust Agreement"), between the same parties.

                                   ARTICLE I

                                  DEFINITIONS

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

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

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

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

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

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

                                 ORGANIZATION

     SECTION 2.1. Name. The trust known as "Chase Manhattan Auto Owner
Trust 200_-_" (hereinafter, the "Issuer") was formed in accordance with the
provisions of the Business Trust Statute pursuant to the Original Trust
Agreement. Under the Original Trust Agreement, the Owner Trustee was
authorized and vested with the power and authority to make and execute
contracts, instruments, certificates, agreements and other writings and to sue
and be sued in the name of the Issuer.

     The Owner Trustee accepted under the Original Trust Agreement, and does
hereby confirm its acceptance and agreement to hold in trust, for the benefit
of the Certificateholders and such other Persons as may become beneficiaries
hereunder from time to time, all of the Owner Trust Estate conveyed or to be
conveyed to the Trust, and all monies and proceeds that may be received with
respect thereto, subject to the terms of this Agreement.

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

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

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

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

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

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

          (e) to engage in those activities, including entering into
     agreements, that are necessary, suitable or convenient to accomplish the
     foregoing or are incidental thereto or connected therewith, which
     activities cannot be contrary to the status of the Trust as a "qualifying
     special purpose entity" under existing accounting literature; and
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          (f) subject to compliance with the Basic Documents, to engage in
     such other activities as may be required in connection with conservation
     of the Owner Trust Estate and the making of distributions to the
     Certificateholders and the Noteholders, which activities cannot be
     contrary to the status of the Trust as a "qualifying special purpose
     entity" under existing accounting literature.

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

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

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

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

     SECTION 2.7. Title to Issuer Property. Legal title to all the Owner Trust
Estate shall be vested at all times in the Issuer as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Owner Trust Estate to be vested in a trustee or trustees, in which case

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the title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

     SECTION 2.8. Situs of Issuer. The Issuer will be located and administered
in the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Issuer shall be located in the State of Delaware or the State of
New York. Payments will be received by the Issuer only in Delaware or New
York, and payments will be made by the Issuer only from Delaware or New York.
The only office of the Issuer will be at its office in Delaware.

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


          (i) The Depositor has been duly organized and is validly existing as
     a national banking association in good standing under the laws of the
     United States of America, with power and authority to own its properties
     and to conduct its business as such properties are currently owned and
     such business is presently conducted, and had at all relevant times, and
     has, power, authority and legal right to acquire and own the Receivables.

          (ii) The Depositor has the corporate power and authority to execute
     and deliver this Agreement and to carry out its terms; the Depositor has
     full power and authority to sell and assign the property to be sold and
     assigned to and deposited with the Issuer, and the Depositor has duly
     authorized such sale and assignment and deposit to the Issuer by all
     necessary action; and the execution, delivery and performance of this
     Agreement has been duly authorized by the Depositor by all necessary
     action.

          (iii) The consummation of the transactions contemplated by this
     Agreement and the other Basic Documents and the fulfillment of the terms
     hereof, do not conflict with, result in any breach of any of the terms
     and provisions of, or constitute (with or without notice or lapse of
     time) a default under, the articles of association or bylaws of the
     Depositor, or conflict with or breach any of the material terms or
     provisions of or constitute (with or without notice or lapse of time) a
     default under any indenture, agreement or other instrument to which the
     Depositor is a party or by which it is bound; nor result in the creation
     or imposition of any Lien upon any of its properties pursuant to the
     terms of any such indenture, agreement or other instrument; nor violate
     any law or, to the best of the Depositor's knowledge, any order, rule or
     regulation applicable to the Depositor of any court or of any Federal or
     state regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over the Depositor or its properties.

     SECTION 2.10. Liability of Certificateholders. No Certificateholder shall
have any personal liability for any liability or obligation of the Issuer.
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                                                                             5


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

               (1) first, among the Certificateholders as of the close of the
          last day of such calendar month, in proportion to their ownership of
          the principal amount of Certificates outstanding on such date, an
          amount of gross income equal to the amount of interest that accrues
          in such calendar month on the Certificates in accordance with their
          terms, including interest accruing thereon at the Certificate Rate
          monthly and interest on amounts previously due under the
          Certificates and not yet paid as provided therein; and

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

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

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

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

     (b) To the extent that an allocation of the gross amount of deductions
and losses to the Depositor pursuant to Section 2.12(a) above would cause the
Capital Account of the Depositor to be reduced below zero, such excess
deductions and losses shall be allocated to the Certificateholders on a pro
rata basis until each of their Capital Accounts has been reduced to zero. If
any amount of gross deduction or loss has not been allocated pursuant to the
preceding sentence because all of the Certificateholders' Capital Accounts
have been reduced to zero, the amount of such remaining unallocated deductions
or losses shall be allocated to the Depositor.
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     (c) If any deductions or losses have been allocated to the
Certificateholders under Section 2.12(b) above, an amount of gross income
shall be allocated to such Certificateholders under this Section 2.12(c) in
subsequent taxable years sufficient to offset the amount of any deductions or
losses previously allocated to such Certificateholders under Section 2.12(b)
above and, thereafter, allocations of gross income and deductions shall be
made in accordance with Sections 2.11 and 2.12(a) of this Agreement.

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

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

                                 ARTICLE III

                    CERTIFICATES AND TRANSFER OF INTERESTS

     SECTION 3.1. Initial Ownership. Upon the formation of the Issuer by the
contribution by the Depositor pursuant to Section 2.5 and until the issuance
of the Certificates, the Depositor shall be the sole beneficiary of the Trust.

     SECTION 3.2. The Certificates. Upon initial issuance, the Certificates
shall each be in the form of Exhibit A, which is incorporated by reference,
and shall be issued as provided in Section 3.10 in an aggregate principal
amount equal to the Certificate Balance. The Certificates shall be executed on
behalf of the Issuer by manual or facsimile signature of an Authorized Officer
or other authorized signatory of the Owner Trustee. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the
Issuer, shall be validly issued and entitled to the benefit of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to be
so authorized prior to the authentication and delivery of such Certificates or
did not hold such offices at the date of authentication and delivery of such
Certificates. No Certificate shall entitle the Holder to any benefit under

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this Agreement, or shall be valid for any purpose, unless there shall appear
on such Certificate a certificate of authentication substantially in the form
set forth in Exhibit A, executed by the Owner Trustee or Chase, as the Owner
Trustee's authentication agent, by manual or facsimile signature; such
authentication shall constitute conclusive evidence that such Certificate
shall have been duly authenticated and delivered hereunder. All Certificates
shall be dated the date of their authentication. A transferee of a Certificate
shall become a Certificateholder, and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder, upon due
registration of such Certificate in such transferee's name pursuant to Section
3.4.

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

     SECTION 3.4. Registration of Transfer and Exchange of Certificates. The
Owner Trustee shall cause to be kept at the office or agency to be maintained
pursuant to Section 3.8 by a certificate registrar (the "Certificate
Registrar"), a register (the "Certificate Register") in which, subject to such
reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Chase shall be the initial Certificate
Registrar. In the event that, subsequent to the date of issuance of the
Certificates, Chase notifies the Owner Trustee that it is unable to act as the
Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee
shall, with the consent of the Depositor, appoint another bank or trust
company, having an office or agency located in The City of New York and which
agrees to act in accordance with the provisions of this Agreement applicable
to it, to act, as successor Certificate Registrar under this Agreement.

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

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

     Upon surrender for registration of transfer of any Certificate at the
office or agency maintained pursuant to Section 3.8, the Owner Trustee shall
execute, authenticate and (if the Certificate Registrar is different than the
Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause
Chase as its authenticating agent to authenticate and deliver), in the name of
the designated transferee or transferees, one or more new Certificates in
authorized denominations of a like class and aggregate face amount dated the
date of authentication by the Owner Trustee or any authenticating agent. At

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the option of a Holder, Certificates may be exchanged for other Certificates
of the same class in authorized denominations of a like aggregate amount upon
surrender of the Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.8.

     Whenever any Certificate is surrendered for exchange, the Owner Trustee
shall execute, authenticate and (if the Certificate Registrar is different
than the Owner Trustee, then the Certificate Registrar shall) deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Holder, which signature on such assignment must be guaranteed
by a member of the New York Stock Exchange or a commercial bank or trust
company.

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

     No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If
any mutilated Certificate shall be surrendered to the Certificate Registrar,
of if the Certificate Registrar shall receive evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (b) there shall be
delivered to the Certificate Registrar and the Owner Trustee such security or
indemnity as may be required by them to save each of them harmless, then in
the absence of notice that such Certificate shall have been acquired by a
protected purchaser, the Owner Trustee on behalf of Issuer shall execute and
the Owner Trustee, or Chase, as the Owner Trustee's authenticating agent,
shall authenticate and (if the Certificate Registrar is different from the
Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like class, tenor and denomination. If, after delivery of such
replacement Certificate, a protected purchaser of the original Certificate in
lieu of which such replacement Certificate was issued presents for payment
such original Certificate, the Owner Trustee or the Certificate Registrar
shall be entitled to recover such replacement Certificate from such Person to
whom such replacement Certificate was delivered or any assignee of such
Person, except a protected purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Owner Trustee or the Certificate Registrar in
connection therewith. In connection with the issuance of any new Certificate
under this Section 3.5, the Owner Trustee or the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith. Any duplicate Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
ownership interest in Issuer, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time. The
provisions of this Section 3.5 are exclusive and shall preclude (to the extent

<PAGE>

                                                                             9

lawful) all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost or stolen Certificates.

     SECTION 3.6. Persons Deemed Certificateholders. Prior to due presentation
of a Certificate for registration of transfer, the Owner Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate shall
be registered in the Certificate Register as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 5.2 and for all
other purposes whatsoever, and neither the Owner Trustee nor the Certificate
Registrar shall be bound by any notice to the contrary.

     SECTION 3.7. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the
Servicer and the Depositor (and to the Owner Trustee, if the Owner Trustee is
not the Certificate Registrar) within 15 days after receipt by the Certificate
Registrar of a request therefor from the Servicer or the Depositor (or the
Owner Trustee) in writing, a list, in such form as the Servicer or the
Depositor (or the Owner Trustee) may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. If, at
such time, if any, as Definitive Certificates have been issued, if three or
more Holders of Certificates or one or more Holders of Certificates evidencing
not less than 25% of the Certificate Balance apply in writing to the
Certificate Registrar, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Certificate Registrar shall, within five Business Days
after the receipt of such application, afford such applicants access during
normal business hours to the current list of Certificateholders. Each Holder,
by receiving and holding a Certificate, shall be deemed to have agreed to hold
none of the Depositor, the Certificate Registrar, the Servicer or the Owner
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

     SECTION 3.8. Maintenance of Office or Agency. The Owner Trustee shall
maintain in the City of New York, an office or offices or agency or agencies
where Certificates may be surrendered for registration of transfer or
exchange. The Owner Trustee initially designates the offices of The Chase
Manhattan Bank located at 450 West 33rd Street, New York, New York 10001-2697
as its office for such purposes. The Owner Trustee shall give prompt written
notice to the Depositor, the Servicer and to the Certificateholders of any
change in the location of the Certificate Register or any such office or
agency.

     SECTION 3.9. Appointment of Paying Agent. The Owner Trustee may appoint a
Paying Agent with respect to the Certificates. The Owner Trustee hereby
appoints Chase as the initial Paying Agent. The Paying Agent shall have the
revocable power to withdraw funds from the Certificate Distribution Account,
make distributions to Certificateholders from the Certificate Distribution
Account pursuant to Section 5.2 and shall report the amounts of such
distributions to the Owner Trustee. The Owner Trustee may revoke such power
and remove the Paying Agent if the Owner Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect or for other good cause. The
Paying Agent shall be permitted to resign upon 30 days' written notice to the
Owner Trustee and the Servicer. In the event that Chase shall no longer be the

<PAGE>
                                                                             10


Paying Agent, the Owner Trustee shall appoint a successor to act as Paying
Agent (which shall be a bank or trust company and may be the Owner Trustee),
with the consent of the Depositor (which consent shall not be unreasonably
withheld). The Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Owner Trustee (unless it is the Owner
Trustee) to execute and deliver to the Owner Trustee an instrument in which
such successor Paying Agent or additional Paying Agent shall agree with the
Owner Trustee that as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. The Paying
Agent shall return all unclaimed funds to the Owner Trustee and upon the
removal of a Paying Agent, such Paying Agent shall also return all funds in
its possession to the Owner Trustee. The provisions of Sections 7.1, 7.3, 7.4,
7.6, 8.1 and 8.2 shall apply to the Owner Trustee also in its role as Paying
Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

     SECTION 3.10. Book-Entry Certificates. The Certificates, upon original
issuance, will be issued in the form of a typewritten Certificate or
Certificates representing Book-Entry Certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by or on behalf of the
Issuer; provided that one Certificate that constitutes the residual portion of
the Certificate Balance may be issued in the form of a Definitive Certificate
in a denomination less than an integral multiple of $1.00. Such Book-Entry
Certificate or Certificates shall initially be registered on the Certificate
Register in the name of Cede & Co., the initial Clearing Agency, and no
beneficial owner (other than Chase Securities Inc.) will receive a definitive
Certificate representing such beneficial owner's interest in such Certificate,
except as provided in Section 3.12. Unless and until Definitive Certificates
have been issued to beneficial owners pursuant to Section 3.12:

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

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

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

          (d) the rights of Certificate Owners of the Book-Entry Certificates
     shall be exercised only through the Clearing Agency (or to the extent
     Certificateholders are not Clearing Agency Participants, through the
     Clearing Agency Participants through which such Certificateholders own
     Book-Entry Certificates), and shall be limited to those established by
     law and agreements between such Certificate Owners and the Clearing

<PAGE>
                                                                            11


     Agency and/or Clearing Agency Participants, and all references in this
     Agreement to actions by Certificateholders shall refer to actions taken
     by the Clearing Agency upon instructions from the Clearing Agency
     Participants, and all references in this Agreement to distributions,
     notices, reports and statements to Certificateholders shall refer to
     distributions, notices, reports and statements to the Clearing Agency, as
     registered holder of the Certificates, as the case may be, for
     distribution to Certificateholders in accordance with the procedures of
     the Clearing Agency. Pursuant to the Certificate Depository Agreement,
     unless and until Definitive Certificates are issued pursuant to Section
     3.12, the initial Clearing Agency will make book-entry
     transfers among Clearing Agency Participants and receive and transmit
     payments of principal of and interest on the Book-Entry Certificates to
     such Clearing Agency Participants; and

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

     SECTION 3.11. Notices to Clearing Agency. Whenever a notice or other
communication to Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to Certificate Owners
pursuant to Section 3.12, the Owner Trustee and the Paying Agent shall give
all such notices and communications specified herein to be given to
Certificateholders to the Clearing Agency, and shall have no obligations to
Certificate Owners.

     SECTION 3.12. Definitive Certificates. If (a) the Servicer advises the
Owner Trustee in writing that the Clearing Agency is no longer willing or able
to properly discharge its responsibilities with respect to the Certificates,
and the Servicer is unable to locate a qualified successor, (b) the Servicer
at its option elects to terminate the book-entry system through the Clearing
Agency, or (c) after the occurrence of an Event of Servicing Termination or
Event of Default, Certificate Owners of the Certificates representing
beneficial interests aggregating not less than a majority of the Certificate
Balance advise the Clearing Agency through the Clearing Agency Participants,
and the Owner Trustee, in writing, and if the Clearing Agency shall so notify
the Owner Trustee, that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of Certificate Owners, then
the Owner Trustee shall notify the Clearing Agency of the occurrence of any
such event, which shall be responsible to notify the Certificate Owners of the
occurrence of such event and of the availability of the Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Certificate Registrar of the typewritten Certificate or Certificates
representing the Book-Entry Certificates by the Clearing Agency, accompanied
by re-registration instructions, the Owner Trustee shall execute,
authenticate, or cause to be authenticated, and (if the Certificate Registrar
is different than the Owner Trustee, then the Certificate Registrar shall)
deliver the Definitive Certificates in accordance with the instructions of the
Clearing Agency. Neither the Certificate Registrar nor the Owner Trustee shall

<PAGE>
                                                                            12


be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates, all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Certificate Registrar, to the extent
applicable with respect to such Definitive Certificates, and the Owner Trustee
and the Paying Agent shall recognize the Holders of the Definitive
Certificates as Certificateholders. The Definitive Certificates shall be
printed, lithographed or engraved or may be produced in any other matter as is
reasonably acceptable to the Owner Trustee, as evidenced by its execution
thereof.

     SECTION 3.13. Authenticating Agent.


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

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

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

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

     (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be
applicable to any authenticating agent.
<PAGE>
                                                                            13


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

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



                                          __________________________,
                                          as Owner Trustee


                                   By:    __________________________
                                          Authorized Officer


                                                         or


                                          __________________________
                                          as Authenticating Agent
                                          for the Owner Trustee,



                                          Authorized Officer


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

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

     (c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every Holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be
done, by the Owner Trustee, the Depositor or the Servicer in reliance thereon,
regardless of whether notation of such action is made upon such Certificate.
<PAGE>
                                                                            14


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

                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

     SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain
Matters. With respect to the following matters, the Owner Trustee shall not
take action unless at least 30 days before the taking of such action, the
Owner Trustee shall have notified the Certificateholders in writing of the
proposed action and the Certificateholders shall not have notified the Owner
Trustee in writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:


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

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

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

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

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

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

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

     SECTION 4.2. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the direction

<PAGE>
                                                                            15


of the Certificateholders, to (a) remove the Servicer under the Sale and
Servicing Agreement pursuant to Article VIII thereof, (b) remove the
Administrator under the Administration Agreement pursuant to Section 8 thereof
or (c) except as expressly provided in the Basic Documents, sell the
Receivables or any interest therein after the termination of the Indenture.
The Owner Trustee shall take the actions referred to in the preceding sentence
only upon written instructions signed by the Certificateholders.

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

     SECTION 4.4. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any
obligation of the Issuer or the Owner Trustee under this Agreement or any of
the other Basic Documents or would be contrary to Section 2.3 nor shall the
Owner Trustee be obligated to follow any such direction, if given.

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

                                  ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

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

     Amounts on deposit in the Certificate Distribution Account shall not be
invested.
<PAGE>
                                                                            16


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

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

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

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

     (c) In the event that any withholding tax is imposed on the Issuer's
payment (or allocations of income) to a Certificateholder, such tax shall
reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section. Each of the Owner Trustee and the Paying Agent
is hereby authorized and directed to retain from amounts otherwise
distributable to the Certificateholders sufficient funds for the payment of
any tax that is legally owed by the Issuer (but such authorization shall not
prevent the Owner Trustee from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed
with respect to a Certificateholder shall be treated as cash distributed to
such Certificateholder at the time it is withheld by the Issuer and remitted
to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on
its behalf, intends to withhold United States withholding taxes from any
amounts allocable or distributed to non-United States Certificateholders at a
rate of 35% for non-United States Certificateholders that are classified as
corporations for United States federal income tax purposes and at a rate of
39.6% for all other non-United States Certificateholders. In the event that a
Certificateholder wishes to apply for a refund of any such withholding tax,
the Owner Trustee and the Paying Agent shall reasonably cooperate with such
Certificateholder in making such claim so long as such Certificateholder
agrees to reimburse the Owner Trustee and the Paying Agent for any
out-of-pocket expenses incurred.

     SECTION 5.3. Method of Payment. Subject to Section 9.1(c), distributions
required to be made to Certificateholders on any Payment Date shall be made to
each Certificateholder of record on the preceding Record Date either (a) by
wire transfer, in immediately available funds, to the account of such Holder
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Payment Date
and such Holder's Certificates in the aggregate evidence a denomination of not
less than $1,000,000 or (b) by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register; provided that,
unless Definitive Certificates have been issued pursuant to Section 3.12, with
respect to Certificates registered on the Record Date in the name of the

<PAGE>
                                                                            17


nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
distributions will be made by wire transfer in immediately available funds to
the account designated by such nominee.

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

     SECTION 5.5. Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Owner Trustee
shall (a) maintain (or cause to be maintained) the books of the Issuer on a
calendar year basis on the accrual method of accounting, (b) deliver (or cause
to be delivered) to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its
Federal and state income tax returns, (c) prepare or cause to be prepared and
file such tax returns relating to the Issuer (including a partnership
information return, Form 1065), and make such elections as may from time to
time be required or appropriate under any applicable state or Federal statute
or rule or regulation thereunder so as to maintain the Trust's
characterization as a partnership for Federal income tax purposes and (d)
collect or cause to be collected any withholding tax as described in and in
accordance with Section 5.2(c) with respect to income or distributions to
Certificateholders. The Depositor shall sign all tax information returns filed
pursuant to this Section 5.5 and any other returns as may be required by law.
The Issuer shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Receivables.
The Issuer shall not make the election provided under Section 754 of the Code.

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

     The Depositor shall be the "tax matters partner" of the Issuer pursuant
to the Code.

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

          (a) Each Owner's Capital Account shall be increased by the Capital
     Contributions (as defined below) of such Owner, such Owner's distributive
     share of gross income (if any) and any items in the nature of income or
     gain that are allocated to such Owner pursuant to Section 2.11, 2.12(c)
     or 2.13.
<PAGE>
                                                                            18


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

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

     "Capital Contribution" means the amount of any cash contributed to the
Issuer by an Owner (including any amounts deemed to be contributed in
connection with the original issuance of the Certificates), including, in the
case of the Depositor, the amount of any Receivables deemed to have been
contributed by the Depositor (with such amount for Receivables intended to
reflect the amount of the Receivables and monies due thereon or with respect
thereto, including accrued but unpaid interest and finance charges, conveyed
to the Issuer by the Depositor on the Closing Date under Article II of the
Sale and Servicing Agreement). The foregoing provisions and the other
provisions of this Agreement relating to the maintenance of Capital Accounts
are intended to comply with Section 1.704-l(b) of the Treasury Regulations and
shall be interpreted in a manner consistent therewith.

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

     SECTION 6.1. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Issuer is
named as a party and each certificate or other document attached as an exhibit
to or contemplated by the Basic Documents to which the Issuer is named as a
party and any amendment thereto, in each case, in such form as the Depositor
shall approve as evidenced conclusively by the Owner Trustee's execution
thereof, and, on behalf of the Issuer at the written direction of the
Depositor, to direct the Indenture Trustee to authenticate and deliver Class
A-1 Notes in the aggregate principal amount of $___________, Class A-2 Notes
in the aggregate principal amount of $___________, Class A-3 Notes in the
aggregate principal amount of $___________ and Class A-4 Notes in the
aggregate principal amount of $___________. In addition to the foregoing, the
Owner Trustee is authorized, but shall not be obligated, to take all actions
required of the Issuer pursuant to the Basic Documents. The Owner Trustee is
further authorized from time to time to take such action as the Administrator
recommends or directs in writing with respect to the Basic Documents.

     SECTION 6.2. General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the other Basic Documents and to administer
the Issuer in the interest of Certificateholders, subject to the Basic
Documents and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic

<PAGE>
                                                                            19


Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee or
the Issuer hereunder or under any other Basic Document, and the Owner Trustee
shall not be liable for the default or failure of the Administrator to carry
out its obligations under the Administration Agreement.

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

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

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

     SECTION 6.4. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall undertake to perform such duties and
only such duties as are specifically set forth in this Agreement and the other
Basic Documents, and no implied covenants or obligations shall be read into
this Agreement or the other Basic Documents. The Owner Trustee shall not have
any duty or obligation to manage, make any payment with respect to, register,
record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to

<PAGE>
                                                                            20


otherwise take or refrain from taking any action under, or in connection with,
any document contemplated hereby to which the Owner Trustee is a party, except
as expressly provided by the terms of this Agreement or in any document or
written instruction received by the Owner Trustee pursuant to Section 6.3; and
no implied duties or obligations shall be read into this Agreement or any
Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder or to prepare or file
any Commission filing for the Issuer or to record this Agreement or any other
Basic Document. The Owner Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge
any Liens on any part of the Owner Trust Estate that result from actions by,
or claims against, the Owner Trustee, in its individual capacity, that are not
related to the ownership or the administration of the Owner Trust Estate.

     SECTION 6.5. No Action Except under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents, and (iii) in accordance with any document or instruction delivered
to the Owner Trustee pursuant to Section 6.3.

     SECTION 6.6. Restrictions. The Owner Trustee shall not (a) take any
action that is inconsistent with the purposes of the Issuer set forth in
Section 2.3 or (b) take any action or amend this Agreement in any manner that,
to the best knowledge of the Owner Trustee, would result in the Issuer's
becoming taxable as a corporation for United States federal income tax
purposes. The Owner Trustee and Depositor agree that no election to treat the
Issuer other than as a partnership for United States federal income tax
purposes or any relevant state tax purposes shall be made by or on behalf of
the Issuer. The Certificateholders shall not direct the Owner Trustee to take
action that would violate the provisions of this Section.

     SECTION 6.7. Doing Business in Other Jurisdictions. (a) Notwithstanding
anything contained herein to the contrary, the Owner Trustee shall not be
required to take any action in any jurisdiction other than in the State of
Delaware, other than as set forth in the last sentence of this Section 6.7, if
the taking of such action will (i) require the consent or approval or
authorization or order of or the giving of notice to, or the registration with
or the taking of any other action in respect of, any state or other
governmental authority or agency of any jurisdiction other than the State of
Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions thereof in existence on
the date hereof other than the State of Delaware becoming payable by the Owner
Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any
jurisdiction other than the State of Delaware for causes of action arising
from acts unrelated to the consummation of the transactions by the Owner
Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be
entitled to obtain advice of counsel (which advice shall be an expense of the
Depositor) to determine whether any action required to be taken pursuant to
this Agreement results in the consequences described in clauses (i), (ii) and
(iii) of the preceding sentence. In the event that said counsel advises the
Owner Trustee that such action will result in such consequences, the Owner
Trustee will appoint an additional trustee pursuant to Section 10.5 to proceed
with such action.
<PAGE>
                                                                            21


                                 ARTICLE VII

                           CONCERNING OWNER TRUSTEE

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

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

          (b) The Owner Trustee shall not be liable with respect to any action
     it takes or omits to take in good faith in accordance with the
     instructions of the Certificateholders given pursuant to Section 6.3 or
     the Administrator given pursuant to Section 6.1;

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

          (d) Under no circumstances shall the Owner Trustee be liable for
     indebtedness evidenced by or arising under any of the Basic Documents,
     including the principal of and interest on the Notes;

          (e) The Owner Trustee shall not be responsible for and makes no
     representation as to the validity or adequacy of this Agreement or for
     the due execution hereof by the Depositor or for the form, character,
     genuineness, sufficiency, value or validity of any of the Owner Trust
     Estate or for or in respect of the validity or sufficiency of the Basic
     Documents, other than the certificate of authentication on the
     Certificates, shall not be accountable for the use or application by the
     Depositor of the proceeds from the Certificates, and the Owner Trustee
     shall in no event assume or incur any liability, duty or obligation to
     any Noteholder or to any Certificateholder, other than as expressly
     provided for herein and in the Basic Documents. The Owner Trustee shall
     at no time have any responsibility or liability for or with respect to

<PAGE>
                                                                            22


     the legality, validity and enforceability of any Receivable, or the
     perfection and priority of any security interest created by any
     Receivable in any Financed Vehicle or the maintenance of any such
     perfection and priority; or the ability of the Owner Trust Estate to
     generate the payments to be distributed to Certificateholders under this
     Agreement or the Noteholders under the Indenture, including: the
     existence, condition and ownership of any Financed Vehicle; the existence
     and enforceability of any insurance thereon; the existence and contents
     of any Receivable on any computer or other record thereof; the validity
     of the assignment of any Receivable to the Issuer or of any intervening
     assignment; the completeness of any Receivable; the performance or
     enforcement of any Receivable; the compliance by the Depositor or the
     Servicer with any warranty or representation made under any Basic
     Document or in any related document or the accuracy of any such warranty
     or representation or any action of the Indenture Trustee, the
     Administrator or the Servicer or any subservicer taken in the name of the
     Owner Trustee;

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

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

          (h) The Owner Trustee, upon receipt of any resolutions,
     certificates, statements, opinions, reports, documents, orders or other
     instruments furnished to the Owner Trustee that shall be specifically
     required to be furnished pursuant to any provision of this Agreement or
     the other Basic Documents, shall examine them to determine whether they
     conform to the requirements of this Agreement or such other Basic
     Document; provided, however, that the Owner Trustee shall not be
     responsible for the accuracy or content of any such resolution,
     certificate, statement, opinion, report, document, order or other
     instrument furnished to the Owner Trustee pursuant to this Agreement or
     the other Basic Documents.
<PAGE>
                                                                            23


     SECTION 7.2. Furnishing of Documents. The Owner Trustee shall furnish to
the Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.

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

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

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

          (c) Neither the execution nor the delivery by it of this Agreement,
     nor the consummation by it of the transactions contemplated hereby nor
     compliance by it with any of the terms or provisions hereof will
     contravene any federal or Delaware law, governmental rule or regulation
     governing the banking or trust powers of the Owner Trustee or any
     judgment, writ, decree or order applicable to it, or constitute any
     default under its charter documents or by-laws or, with or without notice
     or lapse of time, any indenture, mortgage, contract, agreement or
     instrument to which it is a party or by which any of its properties may
     be bound.

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

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

     SECTION 7.4. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing

<PAGE>
                                                                            24


body of any corporate party as conclusive evidence that such resolution has
been duly adopted by such body and that the same is in full force and effect.
As to any fact or matter the method of the determination of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof
rely on a certificate, signed by the president or any vice president or by the
treasurer, secretary or other authorized officers of the relevant party, as to
such fact or matter, and such certificate shall constitute full protection to
the Owner Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.

     (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with due care and (ii) may consult with counsel, accountants and other
skilled persons knowledgeable in the relevant area to be selected with
reasonable care and employed by it. The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel, accountants or other such
persons and not contrary to this Agreement or any Basic Document.

     SECTION 7.5. Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created, ____________________
acts solely as the Owner Trustee hereunder and not in its individual capacity
and all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.

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

                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

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

     SECTION 8.2. Indemnification. In accordance with Section 7.2 of the Sale
and Servicing Agreement, the Servicer shall be liable as primary obligor for,
and shall indemnify the Owner Trustee (in such capacity or individually) and

<PAGE>
                                                                            25


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

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

                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

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

<PAGE>
                                                                            26


Certificateholder's or Certificate Owner's legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Issuer or the Owner Trust
Estate nor (z) otherwise affect the rights, obligations and liabilities of the
parties hereto.

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

     (c) Notice of any termination of the Issuer, specifying the Payment Date
upon which the Certificateholders shall surrender their Certificates to the
Owner Trustee or the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to the
Certificateholders mailed within five Business Days of receipt of notice of
such termination from the Servicer given pursuant to Section 9.1(c) of the
Sale and Servicing Agreement, stating (i) the Payment Date upon or with
respect to which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Owner
Trustee or the Paying Agent therein designated, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office of the Owner Trustee or the Paying
Agent therein specified. The Owner Trustee shall give such notice to the
Certificate Registrar (if other than the Owner Trustee) and the Paying Agent
at the time such notice is given to the Certificateholders. Upon presentation
and surrender of the Certificates, the Owner Trustee or the Paying Agent shall
cause to be distributed to the Certificateholders amounts distributable on
such Payment Date pursuant to Section 5.2.

     If all of the Certificateholders shall not surrender their Certificates
for cancellation within six months after the date specified in the above
mentioned written notice, the Owner Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If
within one year after the second notice all the Certificates shall not have
been surrendered for cancellation, the Owner Trustee may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Any funds remaining in the Owner Trust
Estate after exhaustion of such remedies shall be distributed, subject to
applicable escheat laws, by the Owner Trustee to the Depositor.

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

     (e) Upon the winding up of the Issuer in accordance with Section 3808 of
the Business Trust Statute, the Owner Trustee shall cause the Certificate of
Trust to be canceled by filing a certificate of cancellation with the
Secretary of State in accordance with the provisions of Section 3810 of the
Business Trust Statute and thereupon, this Agreement (other than Article VIII)
and the Issuer shall terminate.
<PAGE>
                                                                            27


                                  ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     SECTION 10.1. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation authorized to exercise corporate
trust powers; and having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by Federal or state
authorities. If such corporation shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 10.2. In
addition, at all times the Owner Trustee or a co-trustee shall be a person
that satisfies the requirements of Section 3807(a) of the Business Trust
Statute (the "Delaware Trustee").

     SECTION 10.2. Resignation or Removal of Owner Trustee. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Administrator. Upon receiving such notice
of resignation, the Administrator shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the
successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 10.1 and shall fail to resign after written
request therefor by the Administrator, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or
a receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy of which shall be delivered to the successor Owner Trustee, and payment
of all fees owed to the outgoing Owner Trustee shall be made to the outgoing
Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Administrator shall provide notice of
such resignation or removal of the Owner Trustee to each of the Rating
Agencies.
<PAGE>
                                                                            28


     SECTION 10.3. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or
removal of the predecessor Owner Trustee shall become effective and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
the Owner Trustee. The predecessor Owner Trustee shall upon payment of its
fees and expenses deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement; and the Administrator
and the predecessor Owner Trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for fully and certainly
vesting and confirming in the successor Owner Trustee all such rights, powers,
duties and obligations.

     No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.1.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice of the successor of such
Owner Trustee to all Certificateholders, the Trustee, the Noteholders and the
Rating Agencies. If the Administrator shall fail to mail such notice within 10
days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

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

     SECTION 10.4. Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting form any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such corporation shall be eligible pursuant to Section 10.1, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided
further that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies; and provided further, that such
successor Owner Trustee shall file an amendment to the Certificate of Trust as
described in Section 10.3.

     SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Owner Trust Estate or any Financed Vehicle may at the time be
located, the Administrator and the Owner Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Owner Trustee to act as co-trustee, jointly with the
Owner Trustee, or separate trustee or separate trustees, of all or any part of
the Owner Trust Estate, and to vest in such Person, in such capacity, such

<PAGE>
                                                                            29


title to the Issuer, or any part thereof, and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If
the Administrator shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. If the Delaware Trustee shall become
incapable of acting, resign or be removed, unless the Owner Trustee is
qualified to act as the Delaware Trustee, a successor co-trustee shall
promptly be appointed in the manner specified in this Section 10.5 to act as
the Delaware Trustee. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor trustee
pursuant to Section 10.1 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.3.

     Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Owner Trustee shall be conferred upon and exercised or performed
     by the Owner Trustee and such separate trustee or co-trustee jointly (it
     being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Owner Trustee joining in such
     act), except to the extent that under any law of any jurisdiction in
     which any particular act or acts are to be performed, the Owner Trustee
     shall be incompetent or unqualified to perform such act or acts, in which
     event such rights, powers, duties and obligations (including the holding
     of title to the Issuer or any portion thereof in any such jurisdiction)
     shall be exercised and performed singly by such separate trustee or
     co-trustee, but solely at the direction of the Owner Trustee;

          (ii) no trustee under this Agreement shall be personally liable by
     reason of any act or omission of any other trustee under this Agreement;
     and

          (iii) the Administrator and the Owner Trustee acting jointly may at
     any time accept the resignation of or remove any separate trustee or
     co-trustee.

     Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.

     Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.
<PAGE>
                                                                            30


                                  ARTICLE XI

                                 MISCELLANEOUS

     SECTION 11.1. Supplements and Amendments. This Agreement may be amended
by the Depositor and the Owner Trustee, with prior written notice to the
Rating Agencies, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity or defect, to correct or supplement
any provisions in this Agreement or for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions in this
Agreement or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided that such action shall not (i) significantly
change the purposes and powers of the Issuer set forth in Section 2.3 or (ii)
as evidenced by an Opinion of Counsel, materially and adversely affect the
interests of any Noteholder or Certificateholder; provided, further, that the
Depositor shall deliver written notice of such amendments to each Rating
Agency prior to the execution of any such amendment. Notwithstanding the
foregoing, no amendment modifying the provisions of Section 5.2 shall become
effective without satisfaction of the Rating Agency Condition.

     This Agreement may also be amended from time to time by the Depositor and
the Owner Trustee, with prior written notice to the Rating Agencies, with the
consent of the Holders of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes and the consent of the Holders of Certificates
evidencing not less than a majority of the Certificate Balance for the purpose
of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Agreement or modifying in any manner the rights of the
Noteholders or the Certificateholders; provided that no such amendment shall
(a) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Receivables or distributions that
shall be required to be made for the benefit of the Noteholders or the
Certificateholders, or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the Certificate Balance required to consent to any
such amendment.

     Promptly after the execution of any amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment
or consent to each Certificateholder, the Indenture Trustee and each of the
Rating Agencies.

     It shall not be necessary for the consent of Certificateholders or the
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents
(and any other consents of the Certificateholders provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization
of the execution thereof by the Certificateholders shall be subject to such
reasonable requirements as the Owner Trustee may prescribe.
<PAGE>
                                                                            31


     Promptly after the execution of any amendment to the Certificate of the
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

     Prior to the execution of any amendment to this Agreement or the
Certificate of the Trust, the Owner Trustee shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execution of such amendment
is authorized or permitted by this Agreement. The Owner Trustee may, but shall
not be obligated to, enter into any such amendment which affects the Owner
Trustee's own rights, duties or immunities under this Agreement or otherwise.

     SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders.
The Certificateholders shall not have legal title to any part of the Owner
Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest therein only
in accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Owner Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.

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

     SECTION 11.4. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt personally delivered, delivered by overnight courier
or mailed certified mail, return receipt requested and shall be deemed to have
been duly given upon receipt, if to the Owner Trustee, addressed to
__________________, ___________________________________, Attn: ____________,
if to the Depositor, addressed to, Chase Manhattan Bank USA, National
Association, c/o Chase Manhattan Automotive Finance Corporation, 900 Stewart
Avenue, Garden City, New York 11530, Attn: Financial Controller; or, as to
each party, at such other address as shall be designated by such party in a
written notice to each other party.

     (b) Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, regardless of whether the Certificateholder receives such notice.

     SECTION 11.5. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
<PAGE>
                                                                            32


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

     SECTION 11.7. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor, the Owner Trustee and its successors and each Certificateholder and
its successors and permitted assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such
Certificateholder.

     SECTION 11.8. No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
equity interests in the Issuer only and do not represent interests in or
obligations of the Depositor, the Servicer, the Owner Trustee, the Indenture
Trustee or any Affiliate thereof, and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
in this Agreement, the Certificates or the other Basic Documents.

     SECTION 11.9. No Petition.

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

     (b) The Owner Trustee, by entering into this Agreement and each
Certificateholder, by accepting a Certificate, hereby covenant and agree that
they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Certificates, this Agreement or any of the other
Basic Documents.

     SECTION 11.10. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof.

     SECTION 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     SECTION 11.12. Certificate Transfer Restrictions. The Certificates may
not be acquired by or for the account of an individual or entity that is not a
U.S. person as defined in Section 7701(a)(30) of the Code and any transfer of
a Certificate to a person that is not a U.S. Person shall be void. By
accepting and holding a Certificate, the Holder shall be deemed to have
represented and warranted under penalties of perjury that it (or, if it is
acting as a nominee, the beneficial owner) is a U.S. Person.

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized as
of the day and year first above written.

                       ____________________________________,
                         as Owner Trustee


                        By: _______________________________________________
                              Name:
                              Title:




                       CHASE MANHATTAN BANK USA,
                         NATIONAL ASSOCIATION,
                         as Depositor


                        By: ________________________________________________
                              Name:
                              Title:




<PAGE>



                                                                     EXHIBIT A

NUMBER                                                                   $
R-                                                         CUSIP NO. _________


     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

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

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

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

                    CHASE MANHATTAN AUTO OWNER TRUST 200_-_

                        ____% ASSET BACKED CERTIFICATE

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

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

         THIS CERTIFIES THAT ___________________________ is the registered
owner of ___________________________ nonassessable, fully-paid, beneficial
ownership interest in certain distributions of Chase Manhattan Auto Owner

<PAGE>
                                                                             2


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



<PAGE>
                                                                             3

                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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

By:_____________________                   By:__________________________
                                                 Authenticating Agent


<PAGE>
                                                                             4

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

     This Certificate is one of the duly authorized Certificates of the Issuer
designated as "___% Asset Backed Certificates" (herein called the
"Certificates"). Issued under the Indenture dated as of __________ __, 200_,
between the Issuer and Wells Fargo Bank Minnesota, National Association, as
trustee (the "Indenture"), are four classes of Notes designated as "Class A-1
___% Asset Backed Notes" (the "Class A-1 Notes"), "Class A-2 ___% Asset Backed
Notes" (the "Class A-2 Notes"), "Class A-3 ___% Asset Backed Notes" (the
"Class A-3 Notes") and "Class A-4 ___% Asset Backed Notes" (the "Class A-4
Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, the "Notes"). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Certificate by virtue
of the acceptance hereof assents and by which such holder is bound.

     The holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Sale and Servicing Agreement,
the Indenture and the Trust Agreement, as applicable.

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

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

     The Certificates do not represent an obligation of, or an interest in,
the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any
Affiliates of any of them and no recourse may be had against such parties or
their assets, except as may be expressly set forth or contemplated herein or
in the Trust Agreement, the Indenture or the other Basic Documents.
<PAGE>
                                                                             5

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

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee or the Authentication
Agent, by manual or facsimile signature, this Certificate shall not entitle
the holder hereof to any benefit under the Trust Agreement or the Sale and
Servicing Agreement or be valid for any purpose.

         THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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


                               CHASE MANHATTAN AUTO
                                  OWNER TRUST 200_-_

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

Dated:                         By:      ___________________________________



<PAGE>
                                                                             6

                                  ASSIGNMENT


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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

_______________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)


_______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing ____________________ as Attorney to transfer said
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.


Dated:
                                         ___________________________________1
                                         Signature Guaranteed:
                                         ___________________________________1



____________

1        NOTICE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the within
         Certificate in every particular, without alteration, enlargement or
         any change whatever. Such signature must be guaranteed by a member
         firm of the New York Stock Exchange or a commercial bank or trust
         company.

<PAGE>




                                                                     EXHIBIT B

                             CERTIFICATE OF TRUST



<PAGE>



                                                                     EXHIBIT C

                       CERTIFICATE DEPOSITORY AGREEMENT