Exhibit 4.9
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                     CHASE CREDIT CARD OWNER TRUST 2002-3



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



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


                                   INDENTURE


                           Dated as of May 30, 2002


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


                             THE BANK OF NEW YORK

       as Indenture Trustee, Securities Intermediary and Transfer Agent





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<PAGE>

                               TABLE OF CONTENTS
                               -----------------

                                                                           Page

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE


     SECTION 1.1.   Definitions...............................................2
     SECTION 1.2.   Incorporation by Reference of Trust Indenture Act........19
     SECTION 1.3.   Usage of Terms...........................................19
     SECTION 1.4.   Calculations of Interest.................................20

                                  ARTICLE II

                                   THE NOTES

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

                                  ARTICLE III

                                   COVENANTS

     SECTION 3.1.   Payment of Principal and Interest........................43
     SECTION 3.2.   Maintenance of Office or Agency..........................43


                                      i
<PAGE>

                                                                           Page

     SECTION 3.3.   Money for Payments To Be Held in Trust...................44
     SECTION 3.4.   Existence................................................45
     SECTION 3.5.   Protection of Owner Trust Estate.........................45
     SECTION 3.6.   Opinions as to Owner Trust Estate........................45
     SECTION 3.7.   Performance of Obligations; Servicing of Series
                    Certificate..............................................46
     SECTION 3.8.   Negative Covenants.......................................47
     SECTION 3.9.   Annual Statement as to Compliance........................48
     SECTION 3.10.  The Issuer May Consolidate, Etc. Only on Certain
                    Terms....................................................48
     SECTION 3.11.  Successor or Transferee..................................50
     SECTION 3.12.  No Other Business........................................50
     SECTION 3.13.  No Borrowing.............................................51
     SECTION 3.14.  Administrator's Obligations..............................51
     SECTION 3.15.  Guarantees, Loans, Advances and Other Liabilities........51
     SECTION 3.16.  Capital Expenditures.....................................51
     SECTION 3.17.  Restricted Payments......................................51
     SECTION 3.18.  Notice of Events of Default..............................51
     SECTION 3.19.  Further Instruments and Acts.............................52
     SECTION 3.20.  Removal of Administrator.................................52
     SECTION 3.21.  Representations and Warranties of the Issuer with
                    Respect to the Series Certificate........................52

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

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

                                   ARTICLE V

                                   REMEDIES

     SECTION 5.1.   Events of Default........................................55
     SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment.......55
     SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement
                    by the Indenture Trustee.................................56


                                      ii
<PAGE>

                                                                           Page

     SECTION 5.4.   Remedies; Priorities.....................................58
     SECTION 5.5.   Optional Preservation of the Owner Trust Estate..........60
     SECTION 5.6.   Limitation of Suits......................................60
     SECTION 5.7.   Unconditional Rights of Noteholders To Receive
                    Principal and Interest...................................61
     SECTION 5.8.   Restoration of Rights and Remedies.......................61
     SECTION 5.9.   Rights and Remedies Cumulative...........................61
     SECTION 5.10.  Delay or Omission Not a Waiver...........................61
     SECTION 5.11.  Control by Noteholders...................................62
     SECTION 5.12.  Waiver of Past Defaults..................................62
     SECTION 5.13.  Undertaking for Costs....................................63
     SECTION 5.14.  Waiver of Stay or Extension Laws.........................63
     SECTION 5.15.  Action on Notes..........................................63
     SECTION 5.16.  Performance and Enforcement of Certain Obligations.......64

                                  ARTICLE VI

                             THE INDENTURE TRUSTEE

     SECTION 6.1.   Duties of the Indenture Trustee..........................64
     SECTION 6.2.   Rights of the Indenture Trustee..........................66
     SECTION 6.3.   Individual Rights of the Indenture Trustee...............68
     SECTION 6.4.   The Indenture Trustee's Disclaimer.......................68
     SECTION 6.5.   Notice of Defaults.......................................68
     SECTION 6.6.   Reports by the Indenture Trustee to Holders..............69
     SECTION 6.7.   Compensation and Indemnity...............................69
     SECTION 6.8.   Replacement of the Indenture Trustee.....................70
     SECTION 6.9.   Successor Indenture Trustee by Merger....................71
     SECTION 6.10.  Appointment of Co-Indenture Trustee or Separate
                    Indenture Trustee........................................71
     SECTION 6.11.  Eligibility; Disqualification............................73
     SECTION 6.12.  Preferential Collection of Claims Against the Issuer.....73

                                  ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.1.   The Issuer To Furnish the Indenture Trustee Names and
                    Addresses of the Noteholders.............................73


                                      iii
<PAGE>

                                                                           Page

     SECTION 7.2.   Preservation of Information; Communications to the
                    Noteholders..............................................73
     SECTION 7.3.   Reports by the Administrator.............................74
     SECTION 7.4.   Reports by the Issuer....................................75
     SECTION 7.5.   Reports by the Indenture Trustee.........................75

                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

     SECTION 8.1.   Collection of Money......................................76
     SECTION 8.2.   Owner Trust Accounts.....................................76
     SECTION 8.3.   Owner Trust Spread Account Amount Increase...............78
     SECTION 8.4.   General Provisions Regarding Owner Trust Spread
                    Account..................................................78
     SECTION 8.5.   Release of Owner Trust Estate............................79
     SECTION 8.6.   Opinion of Counsel.......................................79
     SECTION 8.7.   Treatment as Financial Assets............................80
     SECTION 8.8.   Powers Coupled With an Interest..........................80

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

     SECTION 9.1.   Supplemental Indentures Without Consent of
                    Noteholders..............................................80
     SECTION 9.2.   Supplemental Indentures with Consent of the
                    Noteholders..............................................81
     SECTION 9.3.   Effect of Supplemental Indenture.........................83
     SECTION 9.4.   Conformity with Trust Indenture Act......................84
     SECTION 9.5.   Reference in Notes to Supplemental Indentures............84
     SECTION 9.6.   Execution of Supplemental Indentures.....................84

                                   ARTICLE X

                              REDEMPTION OF NOTES

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

                                      iv
<PAGE>

                                                                           Page

                                  ARTICLE XI

                                 MISCELLANEOUS

     SECTION 11.1.   Compliance Certificates and Opinions, etc...............85
     SECTION 11.2.   Form of Documents Delivered to the Indenture Trustee....87
     SECTION 11.3.   Actions of Noteholders..................................88
     SECTION 11.4.   Notices, etc., to the Indenture Trustee, the Issuer
                     and Note Rating Agencies................................89
     SECTION 11.5.   Notices to Noteholders; Waiver..........................89
     SECTION 11.6.   Alternate Payment and Notice Provisions.................90
     SECTION 11.7.   Conflict with Trust Indenture Act.......................90
     SECTION 11.8.   Effect of Headings and Table of Contents................91
     SECTION 11.9.   Successors and Assigns..................................91
     SECTION 11.10.  Separability............................................91
     SECTION 11.11.  Benefits of Indenture...................................91
     SECTION 11.12.  Legal Holidays..........................................91
     SECTION 11.13.  GOVERNING LAW...........................................91
     SECTION 11.14.  Counterparts............................................91
     SECTION 11.15.  Recording of Indenture..................................91
     SECTION 11.16.  Trust Obligation........................................92
     SECTION 11.17.  No Petition.............................................92
     SECTION 11.18.  Inspection..............................................93
     SECTION 11.19.  Tax Treatment...........................................93


Exhibit A     -     Form of Class A Note
Exhibit B     -     Form of Class B Note
Exhibit C     -     Form of Class C Note


                                      v
<PAGE>


                           CROSS REFERENCE TABLE 1/
                           -----------------------


TIA Section                                     Indenture Section
-----------                                     -----------------
310      (a)(1)                                      6.11
         (a)(2)                                      6.11

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

---------------
1/  Note:  This Cross Reference Table shall not, for any purpose, be deemed to
    be part of this Indenture.
2/  N.A. means Not Applicable.


                                      vi

<PAGE>

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



                                      vii
<PAGE>


         INDENTURE dated as of May 30, 2002, between WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Owner Trustee for the Chase
Credit Card Owner Trust 2002-3, a Delaware common law trust (the "Issuer"),
and THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee
(the "Indenture Trustee"), securities intermediary and transfer agent and not
in its individual capacity.

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


                                GRANTING CLAUSE

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


<PAGE>

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

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

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

         On or before June 3, 2002, the Issuer shall cause the Series
Certificate with an undated bond power covering such Series Certificate, duly
executed by the Issuer, and endorsed in blank, to be delivered to the
Indenture Trustee, and the Indenture Trustee shall maintain possession of the
Series Certificate for the benefit of the Holders of the Notes, subject to the
terms of this Indenture.

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

                                      2
<PAGE>

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

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

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

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

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

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

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

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

                                      3
<PAGE>

         "Certificate" means the certificate evidencing the beneficial
interest in Chase Credit Card Owner Trust 2002-3, substantially in the form
attached to the Trust Agreement as Exhibit A.

         "Certificateholder" means Chase USA.

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

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

         "Class A Monthly Note Interest" means, with respect to any Payment
Date, an amount equal to the product of (a) the Class A Note Interest Rate for
the related Note Interest Period, (b) a fraction, the numerator of which is
the actual number of days in such Note Interest Period and the denominator of
which is 360 and (c) the Class A Note Principal Balance on the related Record
Date; provided, however, that with respect to the July 2002 Payment Date,
Class A Monthly Note Interest will be an amount equal to the product of (a)
the Class A Note Interest Rate, (b) a fraction the numerator of which is 46
and the denominator of which is 360 and (c) the Class A Note Initial Principal
Balance.

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

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

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

         "Class A Note Interest Rate" means, from the Closing Date through
July 14, 2002 and, with respect to each Note Interest Period, a per annum rate
equal to 0.17% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.

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

         "Class A Note Interest Shortfall" means, with respect to any Payment
Date, the sum of (a) the excess, if any, of (i) the Class A Note Interest
Requirement for the preceding Payment Date, over (ii) the amount in respect of
interest that was actually paid pursuant to subsection 2.7(d) with respect to
interest on the Class A Notes for such preceding Payment

                                      4
<PAGE>

Date, plus (b) interest on the amount of interest due but not paid to the
Class A Noteholders on the preceding Payment Date, to the extent permitted by
law, at the Class A Note Interest Rate from and including such preceding
Payment Date to but excluding the current Payment Date.

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

         "Class A Notes" means each of the $1,260,000,000 Class A Floating
Rate Asset Backed Notes, Series 2002-3.

         "Class A Scheduled Payment Date" means the May 2009 Payment Date.

         "Class B Monthly Note Interest" means, with respect to any Payment
Date, an amount equal to the product of (a) the Class B Note Interest Rate for
the related Note Interest Period, (b) a fraction, the numerator of which is
the actual number of days in such Note Interest Period and the denominator of
which is 360 and (c) the Class B Note Principal Balance on the related Record
Date; provided, however, that with respect to the July 2002 Payment Date,
Class B Monthly Note Interest will be an amount equal to the product of (a)
the Class B Note Interest Rate, (b) a fraction the numerator of which is 46
and the denominator of which is 360 and (c) the Class B Note Initial Principal
Balance.

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

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

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

         "Class B Note Interest Rate" means, from the Closing Date through
July 14, 2002, and, with respect to each Note Interest Period, a per annum
rate equal to 0.45% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.

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

                                      5
<PAGE>

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

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

         "Class B Notes" means each of the $105,000,000 Class B Floating Rate
Asset Backed Notes, Series 2002-3.

         "Class B Scheduled Payment Date" means the June 2009 Payment Date.

         "Class C Monthly Note Interest" means, with respect to any Payment
Date, an amount equal to the product of (a) the Class C Note Interest Rate for
the related Note Interest Period, (b) a fraction, the numerator of which is
the actual number of days in such Note Interest Period and the denominator of
which is 360 and (c) the Class C Note Principal Balance on the related Record
Date; provided, however, that with respect to the July 2002 Payment Date,
Class C Monthly Note Interest will be an amount equal to the product of (a)
the Class C Note Interest Rate, (b) a fraction the numerator of which is 46
and the denominator of which is 360 and (c) the Class C Note Initial Principal
Balance.

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

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

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

         "Class C Note Interest Rate" means, from the Closing Date through
July 14, 2002, and, with respect to each Note Interest Period, a per annum
rate equal to 1.03% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.

                                      6
<PAGE>

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

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

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

         "Class C Notes" means each of the $135,000,000 Class C Floating Rate
Asset Backed Notes, Series 2002-3.

         "Class C Scheduled Payment Date" means the June 2009 Payment Date.

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

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

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

         "Closing Date" means May 30, 2002.

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

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

                                      7
<PAGE>

         "Commission" means the Securities and Exchange Commission.

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

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

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

         "Deposit and Administration Agreement" means the deposit and
administration agreement dated as of May 30, 2002 between the Depositor and
Administrator and Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee for the Chase Credit Card Owner Trust 2002-3.

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

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

         "DTC" means The Depository Trust Company.

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

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

                                      8
<PAGE>

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

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

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

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

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

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

         "Fitch" means Fitch, Inc., doing business as Fitch Ratings, and any
successor thereto.

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

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

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

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

                                      9
<PAGE>

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

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

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

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

                                      10
<PAGE>

         "Issuer" means Chase Credit Card Owner Trust 2002-3, a Delaware
common law trust created under the Trust Agreement acting by and through
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee.

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

         "JPMorgan Chase" means JPMorgan Chase Bank, a New York banking
corporation.

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

         "LIBOR Determination Date" shall mean (a) May 28, 2002 for the period
from the Closing Date through July 14, 2002, and (b) with respect to the
second and each subsequent Note Interest Period, the second London Business
Day prior to the commencement of such Note Interest Period.

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

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

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

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

         "Master Trust Termination Date" means the Series 2002-3 Termination
Date, as defined in the Series Supplement.

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

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

                                      11
<PAGE>

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

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

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

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

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

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

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

         "Note Interest Period" means, with respect to any Payment Date, the
period from the previous Payment Date through the day preceding such Payment
Date, except that the initial Note Interest Period will be the period from the
Closing Date through the day preceding the initial Payment Date.

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

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

         "Note Maturity Date" means the September 2011 Payment Date.

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

                                      12
<PAGE>

         "Note Principal Due Date" means any of (a) the Master Trust
Termination Date, (b) the date on which the Investor Interest is paid in full,
(c) the Note Maturity Date, (d) the Certificate Reassignment Date and (e) the
Payment Date in the month following the Monthly Period in which a Trust Pay
Out Event pursuant to Section 9.1(c) of the Pooling and Servicing Agreement
occurs or a Series 2002-3 Pay Out Event pursuant to Section 9(g) of the Series
Supplement occurs.

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

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

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

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

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

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

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

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

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

                                      13
<PAGE>

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

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

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

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

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

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

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

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

         "Paying Agent" means the Indenture Trustee or any other Person that
meets the eligibility standards for the Indenture Trustee specified in Section
6.11 and is authorized by the Indenture Trustee to make the payments to and
distributions from the Note Distribution

                                      14
<PAGE>

Account as provided in Section 2.14 hereof, including payment of principal of
or interest on the Notes on behalf of the Issuer.

         "Payment Date" means July 15, 2002 and the 15th day of each calendar
month thereafter, or if such fifteenth day is not a Business Day, the next
succeeding Business Day.

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

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

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

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

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

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

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

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

         "Pooling and Servicing Agreement" means the Third Amended and
Restated Pooling and Servicing Agreement dated as of November 15, 1999, as
amended by the First

                                      15
<PAGE>

Amendment thereto dated as of March 31, 2001, and the Second Amendment thereto
dated as of March 1, 2002 among the Transferor, the Servicer and the Master
Trust Trustee, as it may have been, or may from time to time be, further
amended, modified or supplemented.

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

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

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

         "Rating Agency Condition" means, with respect to any action or event,
that each Note Rating Agency shall have notified the Depositor, the
Administrator, the Indenture Trustee and the Owner Trustee, in writing, that
such action or event will not result in reduction or withdrawal of any then
outstanding rating of any outstanding Note with respect to which it is the
Note Rating Agency.

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

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

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

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

         "Required Owner Trust Spread Account Amount" means an amount
determined on the Closing Date and on or prior to each Transfer Date and,
except as described below, will be equal to $15,000,000 unless the Quarterly
Excess Spread Percentage (i) is less

                                      16
<PAGE>

than or equal to 4.50% per annum but greater than 4.25% per annum, in which
case the Required Owner Trust Spread Account Amount will be increased to an
amount equal to 1.50% of the Note Initial Principal Balance; (ii) is less than
or equal to 4.25% per annum but greater than 4.00% per annum, in which case
the Required Owner Trust Spread Account Amount will be increased to an amount
equal to 2.00% of the Note Initial Principal Balance; (iii) is less than or
equal to 4.00% per annum but greater than 3.50% per annum, in which case the
Required Owner Trust Spread Account Amount will be increased to an amount
equal to 2.50% of the Note Initial Principal Balance; (iv) is less than or
equal to 3.50% per annum but greater than 3.00% per annum, in which case the
Required Owner Trust Spread Account Amount will be increased to an amount
equal to 3.00% of the Note Initial Principal Balance; (v) is less than or
equal to 3.00% per annum but greater than 2.50% per annum, in which case the
Required Owner Trust Spread Account Amount will be increased to an amount
equal to 3.50% of the Note Initial Principal Balance; (vi) is less than or
equal to 2.50% per annum but greater than or equal to 0% per annum, in which
case the Required Owner Trust Spread Account Amount will be increased to an
amount equal to 4.00% of the Note Initial Principal Balance and (vii) is less
than 0% per annum, in which case the Required Owner Trust Spread Account
Amount will be increased to an amount equal to 9.00% of the Note Initial
Principal Balance. Notwithstanding the foregoing, in no event shall the
Required Owner Trust Spread Account Amount exceed the Class C Note Principal
Balance.

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

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

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

         "Series Certificate" means the Series 2002-3 Certificate issued by
the Master Trust on the Closing Date.

         "Series Certificateholder" means Chase Credit Card Owner Trust 2002-3
as the holder of the Series Certificate.

         "Series Supplement" means the Series 2002-3 Supplement to the
Pooling and Servicing Agreement.

                                      17
<PAGE>

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

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

         "Transfer Agent" means The Bank of New York, in its capacity as the
transfer agent for the purpose of the original issuance through DTC.

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

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

         "Trust Agreement" means the Trust Agreement dated as of May 30, 2002,
between the Depositor and the Owner Trustee, as the same may be amended and
supplemented from time to time.

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

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

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

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

                                      18
<PAGE>

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

         SECTION 1.3. Usage of Terms. With respect to all terms in this
Indenture, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a
visible form; references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein entered into in
accordance with their respective terms and not prohibited by this Indenture;
references to Persons include their permitted successors and assigns; and the
term "including" means "including without limitation." All references herein
to Articles, Sections, Subsections and Exhibits are references to Articles,
Sections, Subsections and Exhibits contained in or attached to this Indenture
unless otherwise specified, and each such Exhibit is part of the terms of this
Indenture.

         SECTION 1.4. Calculations of Interest. All calculations of interest
made hereunder with respect to the Notes shall be made on the basis of a
360-day year based upon the actual number of days elapsed.


                                  ARTICLE II

                                   THE NOTES

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

         Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such

                                      19
<PAGE>

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

         The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

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

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

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

         If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute and the Indenture Trustee shall upon receipt of a written order
from the Issuer

                                      20
<PAGE>

authenticate and deliver in exchange therefor a like principal amount of
Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.

         SECTION 2.4. Registration of Transfer and Exchange.

         (a) The Issuer shall cause to be kept a register (the "Note
Register") in which, subject to such reasonable regulations as it may
prescribe, the Note Registrar shall provide for the registration of the Notes
and the registration of transfers of the Notes. JPMorgan Chase shall initially
be "Note Registrar" for the purpose of registering Notes and transfers of
Notes as herein provided. In the event that, subsequent to the date of
issuance of the Notes, JPMorgan Chase notifies the Indenture Trustee that it
is unable to act as Note Registrar, the Indenture Trustee shall act, or the
Indenture Trustee shall, with the consent of the Issuer, appoint another bank
or trust company, having an office or agency located in the City of New York
and which agrees to act in accordance with the provisions of this Indenture
applicable to it, to act, as successor Note Registrar under this Indenture.
For so long as any Note is issued as a global Note, the Issuer may, or if and
so long as any of the Notes are listed on the Luxembourg Stock Exchange and
such exchange shall so require, the Issuer shall appoint a co-registrar in
Luxembourg or another European city.

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

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

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

                                      21
<PAGE>

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

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

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

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

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

                                      22
<PAGE>

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

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

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

         SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Note Registrar, or the Note Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Note Registrar and the Indenture
Trustee such security or indemnity as may be required by them to hold the
Issuer, the Note Registrar and the Indenture Trustee harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Indenture Trustee
that such Note has been acquired by a bona fide purchaser, and provided that
the requirements of Section 8-405 of the Relevant UCC are met, the Issuer
shall execute and the Indenture Trustee or an Authenticating Agent shall
authenticate and (if the Note Registrar is different from the Indenture
Trustee, the Note Registrar shall) deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a replacement Note of like
class, tenor and denomination; provided that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Issuer, the Note Registrar and the Indenture Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer, the Note Registrar or the Indenture Trustee in
connection therewith.

                                      23
<PAGE>

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

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

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

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

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

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

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

                                      24
<PAGE>

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

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

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

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

                  (vii) to the Owner Trust Spread Account, the excess, if any,
         of (a) the Required Owner Trust Spread Account Amount for such
         Transfer Date over (b) the amount on deposit in the Owner Trust
         Spread Account on such Transfer Date (not taking into account the
         amount deposited into the Owner Trust Spread Account on such Transfer
         Date described by this clause (vii)); and

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

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

         (c) To the extent that, on the Transfer Date related to the Class C
Scheduled Payment Date if the Class B Note Principal Balance shall be paid in
full on or prior to such Payment Date and on each Transfer Date following the
Class C Scheduled Payment Date and the payment in full of the Class B Note
Principal Balance and, with respect to any Note Principal Due Date, the
Transfer Date on which an amount equal to the Class B Note Principal Balance
has been deposited in the Note Distribution Account pursuant to subsection
2.7(a)(v), funds, to the extent of the least of (i) the Required Owner Trust
Spread Account

                                      25
<PAGE>

Amount for such Transfer Date, (ii) the excess of the Class C Note Principal
Balance over the Investor Interest and (iii) the amount on deposit in the
Owner Trust Spread Account (in each case after giving effect to any
withdrawals pursuant to subsection 2.7(b) on such Transfer Date) shall be
withdrawn from the Owner Trust Spread Account (after giving effect to any
withdrawals pursuant to subsection 2.7(b) on such Transfer Date) and deposited
in the Note Distribution Account to be applied to pay the Class C Noteholders'
Principal Distributable Amount on the related Payment Date pursuant to this
subsection 2.7(c). On the Note Maturity Date, to the extent of the lesser of
the Required Owner Trust Spread Account Amount for such Transfer Date and the
amount on deposit in the Owner Trust Spread Account (in each case after giving
effect to any withdrawals pursuant to subsection 2.7(b) and the preceding
sentence of this subsection 2.7(c) on such Transfer Date) shall be withdrawn
from the Owner Trust Spread Account (after giving effect to any withdrawals
pursuant to subsection 2.7(b) and the preceding sentence of this subsection
2.7(c) on such Transfer Date) and deposited in the Note Distribution Account
to be applied to pay the Class C Noteholders' Principal Distributable Amount
on the Note Maturity Date.

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

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

         (f) On each Payment Date, the amount deposited in the Note
Distribution Account pursuant to subsections 2.7(a)(iii) and 2.7(b) on the
related Transfer Date shall be paid by the Paying Agent to the Class C
Noteholders in respect of interest on the Class C Notes. On each Payment Date,
beginning with the earlier Class C Scheduled Payment Date and the Note
Principal Due Date, the amount deposited in the Note Distribution Account

                                      26
<PAGE>

pursuant to subsections 2.7(a)(vi) and 2.7(c) on the related Transfer Date
shall be paid by the Paying Agent to the Class C Noteholders in respect of
principal of the Class C Notes. All principal and interest in respect of the
Class C Notes shall be due and payable to the extent not previously paid on
the Note Maturity Date.

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

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

         SECTION 2.8. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Note Registrar, be delivered to the Note Registrar and
shall be promptly cancelled by the Note Registrar. The Issuer may at any time
deliver to the Note Registrar for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in
any manner whatsoever, and all Notes so delivered shall be promptly cancelled
by the Note Registrar. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Note Registrar in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall direct that
they be

                                      27
<PAGE>

destroyed or returned to it; provided that such direction is timely and the
Notes have not been previously disposed of by the Note Registrar.

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

         SECTION 2.10. Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company (the initial Clearing
Agency) by, or on behalf of, the Issuer. Such Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner will receive a Definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.12. Unless and until Definitive Notes have been issued to Note
Owners pursuant to Section 2.12:

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

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

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

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

                                      28
<PAGE>

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

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

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

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

                                      29
<PAGE>

         SECTION 2.13. Authenticating Agent. (a) The Indenture Trustee may
appoint one or more authenticating agents (each, an "Authenticating Agent")
with respect to the Notes which shall be authorized to act on behalf of the
Indenture Trustee in authenticating the Notes in connection with the issuance,
delivery, registration of transfer, exchange or repayment of the Notes. The
Indenture Trustee hereby appoints JPMorgan Chase as Authenticating Agent for
the authentication of the Notes upon any registration of transfer or exchange
of such Notes. Whenever reference is made in this Indenture to the
authentication of the Notes by the Indenture Trustee or the Indenture
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Indenture Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Indenture
Trustee by an Authenticating Agent. Each Authenticating Agent, other than
JPMorgan Chase, shall be acceptable to the Issuer.

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

         (c) An Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of an Authenticating Agent by
giving notice of termination to such Authenticating Agent and to the Issuer.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time an Authenticating Agent shall cease to be acceptable to the
Indenture Trustee or the Issuer, the Indenture Trustee promptly may appoint a
successor Authenticating Agent with the consent of the Issuer. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless acceptable to the
Issuer.

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

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

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

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

                                      30
<PAGE>

                                              THE BANK OF NEW YORK
                                                  as Indenture Trustee

                                              By: ___________________________
                                                  Authorized Signatory
                                                            or

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

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

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

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

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be


                                      31
<PAGE>

         paid to such Persons or otherwise disposed of as herein provided and
         pay such sums to such Persons as herein provided;

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

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

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

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

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

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

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

                                      32
<PAGE>

         SECTION 2.16. Determination of LIBOR.

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

         Notwithstanding the foregoing, LIBOR for the period from the Closing
Date through July 14, 2002 will be determined on May 28, 2002 by straight-line
interpolation (based on the actual number of days in such period) between two
rates determined in accordance with the definition of LIBOR, one of which will
be determined for a period of one month and the other of which will be
determined for a period of two months.

         (b) The Indenture Trustee shall provide the Note Interest Rate
applicable to the then current and immediately preceding Note Interest Periods
to any Noteholder requesting such information by telephoning the Indenture
Trustee at the telephone number which is currently (212) 328-7549.

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


                                  ARTICLE III

                                   COVENANTS

         SECTION 3.1. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the
foregoing, the Issuer will cause to be distrib-

                                      33
<PAGE>

uted all amounts on deposit in the Note Distribution Account on a Payment Date
deposited therein pursuant to Section 2.7 hereof and the Series Supplement (i)
for the benefit of the Class A Notes, to the holders of the Class A Notes,
(ii) for the benefit of the Class B Notes, to the holders of the Class B
Notes, (iii) for the benefit of the Class C Notes, to the holders of the Class
C Notes, and (iv) to the extent so specified, to the Certificateholder.
Amounts properly withheld under the Code by any Person from a payment to any
Noteholder of interest and/or principal shall be considered as having been
paid by the Issuer to such Noteholder for all purposes of this Indenture.

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

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

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

         The Issuer may, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Indenture Trustee upon the same
trusts as those upon which the sums were held by such

                                      34
<PAGE>

Paying Agent; and upon such a payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

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

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

         SECTION 3.5. Protection of Owner Trust Estate. The Issuer will from
time to time prepare (or shall cause to be prepared), execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

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

                                      35
<PAGE>

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

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

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

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

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

         (b) On or before March 31 of each calendar year, commencing with
March 31, 2003, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action
has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as are necessary to maintain
the perfection of the lien and security interest created by this Indenture and
reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain the perfection of such lien
and security interest. Such Opinion of Counsel shall also describe the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and the execution and
filing of any financing statements and continuation statements that will, in
the opinion of such counsel, be required to maintain the perfection of the
lien and security interest of this Indenture until March 31 in the following
calendar year.

         SECTION 3.7. Performance of Obligations; Servicing of Series
Certificate. (a) The Issuer will not take any action and will use its best
efforts not to permit any action to

                                      36
<PAGE>

be taken by others that would release any Person from any of such Person's
material covenants or obligations under any instrument or agreement included
in the Owner Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, any other Basic Documents or such other instrument or agreement.

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

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

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

         (e) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that, unless such action is
specifically permitted hereunder or under the other Basic Documents, it will
not, without the prior written consent of the Indenture Trustee or the Holders
of at least a majority of Outstanding Amount of the Notes, amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of
any Collateral or the Basic Documents (other than this Indenture), or waive
timely performance or observance by the Administrator or the Transferor under
the Deposit and Administration Agreement; provided that no such amendment
shall (i) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, distributions that are required to be made for the
benefit of the Noteholders, or (ii)

                                      37
<PAGE>

reduce the aforesaid percentage of the Notes which are required to consent to
any such amendment, without the consent of the Holders of all the Outstanding
Notes. If any such amendment, modification, supplement or waiver shall be so
consented to by the Indenture Trustee or such Holders, the Issuer agrees,
promptly following a request by the Indenture Trustee to do so, to execute and
deliver, in its own name and at its own expense, such agreements, instruments,
consents and other documents as are necessary or appropriate or as the
Indenture Trustee may deem necessary or appropriate under the circumstances.

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

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

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

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

         SECTION 3.9. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee on or before March 31 of each year,
commencing March 31, 2003 and otherwise in compliance with the requirements of
TIA Section 314(a)(4), an Officer's Certificate stating, as to the Authorized
Officer signing such Officer's Certificate, that:

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

                                      38
<PAGE>

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

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

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

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

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

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

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

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

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

                                      39
<PAGE>

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

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

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

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

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

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

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

                                      40
<PAGE>

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

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer in accordance with Section 3.10(b), Chase Credit Card Owner Trust
2002-3 and the Owner Trustee will be released from every covenant and
agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee from the Person acquiring such assets and
properties stating that Chase Credit Card Owner Trust 2002-3 and the Owner
Trustee are to be so released.

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

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

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

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

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

                                      41
<PAGE>

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

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

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

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

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

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

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

                                      42
<PAGE>

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

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

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

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

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

                  (i)      either:

                           (A) all Notes theretofore authenticated and
                  delivered (other than (1) the Notes that have been
                  destroyed, lost or stolen and that have been replaced or
                  paid as provided in Section 2.5 and (2) the Notes for which
                  payment money

                                      43
<PAGE>

                  has theretofore been deposited in trust or segregated and
                  held in trust by the Issuer and thereafter repaid to the
                  Issuer or discharged from such trust, as provided in
                  Section 3.3) have been delivered to the Indenture Trustee
                  for cancellation;

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

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

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

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

         SECTION 4.2. Application of Trust Money. All moneys deposited with
the Indenture Trustee pursuant to Section 4.1(i)(B) shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Holders of the particular Notes for
the payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to
the extent required herein or in the Deposit and Administration Agreement or
required by law.

                                      44
<PAGE>

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

         SECTION 4.4. No Revocation or Termination of Issuer Without
Noteholder Approval. Notwithstanding anything herein to the contrary, in no
event shall the Indenture Trustee consent to the termination or revocation of
the Issuer pursuant to Section 8.1 of the Trust Agreement without the consent
of the Holders of a majority of the Outstanding Amount of the Notes, by Act of
such Holders delivered to the Issuer and the Indenture Trustee.

                                   ARTICLE V

                                   REMEDIES

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

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

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

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

         (d) failure on the part of the Issuer duly to observe or perform in
any material respect any covenants or agreements of the Issuer set forth
herein, which failure has a material adverse effect on the Noteholders and
which continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Issuer by the Administrator or the Indenture Trustee, or to
the Issuer and the Indenture Trustee by the Holders of Notes representing an
Outstanding Amount aggregating more than 50% of the Outstanding Amount of the
Notes and continues to affect materially and adversely the interests of the
Noteholders for such period; and

                                      45
<PAGE>

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

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

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

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

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

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders,
by such appropriate proceedings as the

                                      46
<PAGE>

Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

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

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

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

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

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

                                      47
<PAGE>

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

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

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

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

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

                  (i) institute proceedings in its own name and as trustee of
         an express trust for the collection of all amounts then payable on
         the Notes or under this Indenture with respect thereto, whether by
         declaration or otherwise, enforce any judgment obtained, and collect
         from the Issuer and any other obligor upon such Notes moneys adjudged
         due;

                                      48
<PAGE>

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

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

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

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

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

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

                                      49
<PAGE>

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

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

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

                  FIFTH: to the Certificateholders.

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

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

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

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

                                      50
<PAGE>

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

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

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

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

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

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

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

         SECTION 5.8. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right
or remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder,

                                      51
<PAGE>

and thereafter all rights and remedies of the Indenture Trustee and the
Noteholders shall continue as through no such proceeding had been instituted.

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

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

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

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

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

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

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

         (e) such direction shall be in writing;

                                      52
<PAGE>

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

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

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

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

         SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any

                                      53
<PAGE>

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

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

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

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

                                      54
<PAGE>

                                  ARTICLE VI

                             THE INDENTURE TRUSTEE

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

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

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

                  (i) prior to the occurrence of an Event of Default, and
         after the curing of all such Events of Default, the Indenture Trustee
         undertakes to perform such duties and only such duties as are
         specifically set forth in this Indenture and the Deposit and
         Administration Agreement, and no implied covenants or obligations
         shall be read into this Indenture or the Deposit and Administration
         Agreement against the Indenture Trustee, and in the absence of bad
         faith on its part or manifest error, the Indenture Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture

                                      55
<PAGE>

         Trustee and conforming to the requirements of this Indenture or the
         Deposit and Administration Agreement;

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

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

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

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

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

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

                                      56
<PAGE>

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

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

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

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

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

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

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

         (f) Prior to the occurrence of an Event of Default and after the
curing of all Events of Default that may have occurred, the Indenture Trustee
shall not be bound to make

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

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

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

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

         SECTION 6.3. Individual Rights of the Indenture Trustee. The
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of the Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Indenture
Trustee; provided, however, that the Indenture Trustee shall take no such
action that shall cause it to no longer meet the requirements of Rule
3(a)-7(a)(4)(i) under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). Any Paying Agent, the Note Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Indenture
Trustee must comply with Sections 6.11 and 6.12.

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<PAGE>

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

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

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

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

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<PAGE>

notify the Issuer and the Administrator promptly of any claim for
which it may seek indemnity.

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

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

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

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

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

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

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

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

         (c) A successor Indenture Trustee shall deliver a written acceptance
of its appointment to the retiring Indenture Trustee and to the Issuer and
thereupon the resignation or removal of the Indenture Trustee shall become
effective, and the successor Indenture Trustee, without any further act, deed
or conveyance shall have all the rights, powers and duties of the Indenture
Trustee under this Indenture. The successor Indenture Trustee shall mail a
notice of its succession to Noteholders. The retiring Indenture Trustee shall
promptly transfer all property held by it as the Indenture Trustee to the
successor Indenture Trustee.

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

         (c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or

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<PAGE>

co-trustee shall refer to this Indenture and the conditions of this Article
VI. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating
to the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee (with a copy given to the Issuer).

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

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

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

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                                  ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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         SECTION 7.5. Reports by the Indenture Trustee. Within 60 days after
each July 15, beginning with July 15, 2002 the Indenture Trustee shall mail to
each Noteholder as required by TIA ss. 313(c) a brief report dated as of such
date that complies with TIA ss. 313(a). The Indenture Trustee also shall
comply with TIA ss. 313(b). A copy of each report at the time of its mailing
to Noteholders shall be filed by the Indenture Trustee with the Commission and
each stock exchange, if any, on which the Notes are listed. The Issuer shall
notify the Indenture Trustee if and when the Notes are listed on any stock
exchange or delisted therefrom. On each Payment Date, the Indenture Trustee
shall include with each payment to each Noteholder a copy of the statement for
the related Monthly Period provided to the Indenture Trustee pursuant to
subsection 4.1(d) of the Deposit and Administration Agreement.

                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

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

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

         On the Closing Date, the Issuer shall deposit in the Owner Trust
Spread Account the amount received from the Depositor pursuant to subsection
2.1(a) of the Deposit and Administration Agreement. Funds on deposit in the
Owner Trust Spread Account shall be invested at the direction of the
Administrator by the Indenture Trustee or the Paying Agent in Permitted
Investments. On each Transfer Date, after all deposits to and withdrawals from
the Owner Trust Spread Account, such amounts shall be invested in Permitted
Investments maturing on the next succeeding Transfer Date, or on the Closing
Date in Permitted Investments maturing on the first Transfer Date. On each
Transfer Date, the Indenture Trustee or the Paying Agent, acting at the
Administrator's request, shall transfer Investment Earnings from the Owner
Trust Spread Account to the Note Distribution Account to the extent required
to pay the Class C Note Interest Requirement on the related Payment Date
pursuant to subsection 2.7(a)(iii). The Indenture Trustee shall cause such
Permitted Investments to be held in such manner as to give the Indenture
Trustee "control" (as such term is defined in the Section 8-106 of the New
York UCC) over such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity. The Securities Intermediary shall

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<PAGE>

comply with entitlement orders issued by the Indenture Trustee without further
consent by the Issuer.

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

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

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

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investment or the proceeds of such sale, and, in connection with any direction
to the Indenture Trustee to make any such investment or sale, if requested by
the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an
Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

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

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

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

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding, release any remaining portion of the Owner Trust Estate that
secured the Notes from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Note
Distribution Account. The Indenture Trustee shall release property from the
lien of this Indenture pursuant to this Section 8.5(b) only upon receipt of an

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Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

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

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

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

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

                  (v) modify any provision of this Section except to increase
         any percentage specified herein or to provide that certain additional
         provisions of this Indenture or any of the other Basic Documents
         cannot be modified or waived without the consent of the Holder of
         each Outstanding Note affected thereby;

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

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

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

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

         Promptly after the execution by the Issuer and the Indenture Trustee
of any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the

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Indenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

         SECTION 9.3. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations
of rights, obligations, duties, liabilities and immunities under this
Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in
all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture and the Notes affected
thereby for any and all purposes.

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

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

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

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                                   ARTICLE X

                              REDEMPTION OF NOTES

         SECTION 10.1. Redemption. The Notes are subject to redemption in
whole, but not in part, at the direction of the Depositor, on any date on
which the Series Certificate is retransferred to the Transferor pursuant to
Section 4 of the Series Supplement. The Issuer shall furnish each Note Rating
Agency notice of such redemption. If the Notes are to be redeemed pursuant to
this Section 10.1, the Issuer shall furnish notice of such redemption to the
Indenture Trustee no later than fifteen (15) Business Days prior to the
Redemption Date, and the Issuer shall, on the related Transfer Date, deposit
with the Indenture Trustee in the Note Distribution Account the Redemption
Price of the Notes to be redeemed whereupon all such Notes shall be due and
payable on the Redemption Date upon the furnishing of a notice complying with
Section 10.2 to each Holder of the Notes.

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

         All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

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

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

                  (v) the applicable CUSIP numbers for such Notes.

         Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Failure to give notice
of redemption, or any defect

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therein, to any Holder of any Notes shall not impair or affect the validity of
the redemption of any other Note.

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

                                  ARTICLE XI

                                 MISCELLANEOUS

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

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

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

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

                  (iii) a statement that, in the opinion of each such
         signatory, such signatory has made such examination or investigation
         as is necessary to enable such signatory to

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         express an informed opinion as to whether such covenant or condition
         has been complied with; and

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

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

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

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

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

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         securities if the fair value thereof as set forth in the related
         Officer's Certificate is less than $25,000 or less than one percent
         of the then Outstanding Amount of the Notes.

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

         SECTION 11.2. Form of Documents Delivered to the Indenture Trustee.
In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person,
or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or
more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

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

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right to rely upon the truth and accuracy of any statement or opinion
contained in any such document as provided in Article VI.

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

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

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

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

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

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

         (b) The Issuer by the Indenture Trustee or any Noteholder shall be
sufficient for every purpose hereunder if personally delivered or mailed
certified mail, return

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receipt to the Issuer addressed to: Chase Credit Card Owner Trust 2002-3, in
care of Wilmington Trust Company, not in its individual capacity but solely as
Owner Trustee for the Chase Credit Card Owner Trust 2002-3, at Rodney Square
North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention:
Corporate Trust Administration or at any other address previously furnished in
writing to the Indenture Trustee by the Issuer. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee.

         Notices required to be given to the Note Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed certified mail, return receipt requested to (i)
in the case of Moody's, at the following address: Moody's Investors Service,
99 Church Street, New York, New York 10007, Attention: ABS Monitoring Group,
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's Ratings Services, 55 Water Street, New York, New York 10041, Attention:
Asset Backed Surveillance Department and (iii) in the case of Fitch, at the
following address: Fitch, Inc., One State Street Plaza, New York, New York
10004; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

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

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

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

                                      80
<PAGE>

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

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

         SECTION 11.7. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the TIA,
such required provision shall control.

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

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

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

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

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

                                      81
<PAGE>

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

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

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

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

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

                                      82
<PAGE>

         SECTION 11.17. No Petition. Notwithstanding any prior termination of
this Indenture, the Indenture Trustee and each Noteholder or Note Owner, by
its acceptance of a Note or beneficial interest in a Note, as the case may be,
hereby covenants that (a) they, shall not at any time with respect to the
Issuer or the Master Trust, acquiesce, petition or otherwise invoke or cause
the Issuer or the Master Trust to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case
against the Issuer or the Master Trust under any Federal or state bankruptcy,
insolvency or similar law or appointing a receiver, conservator, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or the Master Trust or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer or the
Master Trust, (b) any claim that they may have at any time against the corpus
of the Master Trust that they may seek to enforce against the corpus of the
Master Trust, shall be subordinate to the payment in full, including
post-petition interest, in the event that the Master Trust becomes a debtor or
debtor in possession in a case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect or
otherwise subject to any insolvency, reorganization, liquidation,
rehabilitation or other similar proceedings, of the claims of the holders of
any securities of the Master Trust and the holders of any other notes, bonds,
contracts or other obligations that are related to the Master Trust and (c)
they hereby irrevocably make the election afforded by Title 11 United States
Code Section 1111(b)(1)(A)(i) to secured creditors to receive the treatment
afforded by Title 11 United State Code Section 1111(b)(2) with respect to any
secured claim that they may have at any time against the Issuer or the Master
Trust.

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

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


                                      83
<PAGE>

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


                                  WILMINGTON TRUST COMPANY
                                  not in its individual capacity but solely as
                                  Owner Trustee for Chase Credit Card Owner
                                  Trust 2002-3


                                  By:  /s/James P. Lawler
                                       ------------------------------
                                       Name:   James P. Lawler
                                       Title:  Vice President



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


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

<PAGE>

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


                                  WILMINGTON TRUST COMPANY
                                  not in its individual capacity but solely as
                                  Owner Trustee for Chase Credit Card Owner
                                  Trust 2002-3


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



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


                                  By:  /s/Daniel Rothman
                                       ------------------------------
                                       Name:  Daniel Rothman
                                       Title: Assistant Treasurer

<PAGE>

                                                                      EXHIBIT A
                                                                      ---------

                             FORM OF CLASS A NOTE

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


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

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

                     CHASE CREDIT CARD OWNER TRUST 2002-3

                   CLASS A FLOATING RATE ASSET BACKED NOTES

         Chase Credit Card Owner Trust 2002-3, a common law trust organized
and existing under the laws of the State of Delaware (including any successor,
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of ______ DOLLARS ($________),
partially payable on each applicable Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$__________ and the denominator of which is $___________ by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A Notes pursuant to Section 3.1 of the Indenture on
such Payment Date; provided that the entire unpaid principal amount of this
Note shall be due and payable on the September 2011 Payment Date (which is
September 15, 2011). The Issuer will pay interest on this Note at the rate per
annum described in the Indenture, on each Payment Date until the principal of
this Note is paid or made available for payment, on the principal amount of
this Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment


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

                                      A-1
<PAGE>

Date), subject to certain limitations contained in Sections 2.7, 3.1 and 8.2
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from May
30, 2002. Interest will be computed on the basis of the actual number of days
elapsed in a 360-day year (which is 46 days in the case of the Note Interest
Period preceding the July 2002 Payment Date, which is July 15, 2002). Such
principal of and interest on this Note shall be paid in the manner specified
in the Indenture.

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

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

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


                                      A-2
<PAGE>

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

Dated: __________, ____

                                        CHASE CREDIT CARD OWNER TRUST 2002-3


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

                                        By: _______________________________
                                            Name:
                                            Title:


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated:  ________ __, _____


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


                                        By: _______________________________
                                            Authorized Signatory


                                      A-3
<PAGE>

                              [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A Floating Rate Asset Backed Notes (herein called the
"Class A Notes" or the "Notes"), all issued under an Indenture dated as of May
30, 2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture) and
as securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

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

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

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

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

                                      A-4
<PAGE>

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

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

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

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


                                      A-5
<PAGE>


                                  ASSIGNMENT

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

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

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

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

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

Dated: ________________           __________________________________________ 1/

                                  Signature Guaranteed:


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


                                      A-6
<PAGE>

                                                                     EXHIBIT B
                                                                     ---------

                             FORM OF CLASS B NOTE

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

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

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

                     CHASE CREDIT CARD OWNER TRUST 2002-3

                   CLASS B FLOATING RATE ASSET BACKED NOTES

         Chase Credit Card Owner Trust 2002-3, a common law trust organized
and existing under the laws of the State of Delaware (including any successor,
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of ___________ DOLLARS ($_________),
partially payable on each applicable Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$________ and the denominator of which is $________ by the (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class B Notes pursuant to Section 3.1 of the Indenture on
such Payment Date; provided that the entire unpaid principal amount of this
Note shall be due and payable on the September 2011 Payment Date (which is
September 15, 2011). No payments of principal of the Class B Notes will be
made until the principal of the Class A Notes has been paid in full. The
Issuer will pay interest on this Note at the rate per annum described in the
Indenture, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of
principal made on the

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

                                      B-1
<PAGE>

preceding Payment Date), subject to certain limitations contained in Sections
2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding the then current Payment Date or, if no interest has yet been
paid, from May 30, 2002. Interest will be computed on the basis of the actual
number of days elapsed in a 360-day year (which is 46 days in the case of the
Note Interest Period preceding the July 2002 Payment Date, which is July 15,
2002). Such principal of and interest on this Note shall be paid in the manner
specified in the Indenture.

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

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

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


                                      B-2
<PAGE>


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

Dated:   ________ __, ____

                                        CHASE CREDIT CARD OWNER TRUST 2002-3


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


                                        By:   _____________________________
                                              Name:
                                              Title:


              INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


Dated:   ________ __, _____


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


                                        By:   _____________________________
                                              Authorized Signatory


                                      B-3
<PAGE>

                              [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B Floating Rate Asset Backed Notes (herein called the
"Class B Notes" or the "Notes"), all issued under an Indenture dated as of May
30, 2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture) and
as securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

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

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

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

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

                                      B-4
<PAGE>

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

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

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

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


                                      B-5
<PAGE>


                                  ASSIGNMENT


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

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

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

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

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


Dated:   ______________________          ________________________________ 1/

                                         Signature Guaranteed:



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


                                      B-6
<PAGE>


                                                                      EXHIBIT C
                                                                      ---------

                             FORM OF CLASS C NOTE

REGISTERED                                                    $ _____________ 1/
No. C-_____                                                   CUSIP NO [   ].

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

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

                     CHASE CREDIT CARD OWNER TRUST 2002-3

                   CLASS C FLOATING RATE ASSET BACKED NOTES

         Chase Credit Card Owner Trust 2002-3, a common law trust organized
and existing under the laws of the State of Delaware (including any successor,
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of _____________ DOLLARS
($________), partially payable on each applicable Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction, the numerator of
which is $________ and the denominator of which is $________ by the (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.1 of the
Indenture on such Payment Date; provided that the entire unpaid principal
amount of this Note shall be due and payable on the September 2011 Payment
Date (which is September 15, 2011). No payments of principal of the Class C
Notes will be made until the principal of the Class A Notes and the Class B
Notes have been paid in full. The Issuer will pay interest on this Note at the
rate per annum described in the Indenture, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal

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


                                     C-1
<PAGE>


made on the preceding Payment Date), subject to certain limitations contained
in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will
accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if
no interest has yet been paid, from May 30, 2002. Interest will be computed on
the basis of the actual number of days elapsed in a 360-day year (which is 46
days in the case of the Note Interest Period preceding the July 2002 Payment
Date, which is July 15, 2002). Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.

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

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

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




                                     C-2
<PAGE>

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

Dated:   ____________ __, ____


                                         CHASE CREDIT CARD OWNER TRUST 2002-3

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

                                         By:   _____________________________
                                               Name:
                                               Title:


              INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


Dated:   ________ __, ____


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


                                         By:   ____________________________
                                               Authorized Signatory



                                     C-3
<PAGE>

                              [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C Floating Rate Asset Backed Notes (herein called the
"Class C Notes" or the "Notes"), all issued under an Indenture dated as of May
30, 2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and The Bank of New York, not in its
individual capacity but solely as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture) and
as securities intermediary, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

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

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

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

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


                                     C-4
<PAGE>

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

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

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

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



                                     C-5
<PAGE>

                                  ASSIGNMENT


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

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

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

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

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


Dated:   ______________________      ______________________________________ 1/

                                     Signature Guaranteed:



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


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

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



                                     C-6
<PAGE>


                                                                      EXHIBIT D
                                                                      ---------


                       FORM OF NOTE DEPOSITORY AGREEMENT






















                                     D-1
<PAGE>