<PAGE>

                                                                     EXHIBIT 4.3

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                    CHASE MANHATTAN AUTO OWNER TRUST 2002-B



                      Class A-1 1.9291% Asset Backed Notes
                       Class A-2 2.70% Asset Backed Notes
                       Class A-3 3.58% Asset Backed Notes
                       Class A-4 4.21% Asset Backed Notes




                                  -----------



                                   INDENTURE



                            Dated as of June 1, 2002



                                   ----------



                Wells Fargo Bank Minnesota, National Association

                              as Indenture Trustee







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                                Table of Contents


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                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                       <C>                                                                              <C>

         SECTION 1.1           Definitions........................................................................2
         SECTION 1.2           Incorporation by Reference of Trust Indenture Act..................................2
         SECTION 1.3           Usage of Terms.....................................................................2
         SECTION 1.4           Calculations of Interest...........................................................3

                                   ARTICLE II

                                    THE NOTES

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

                                   ARTICLE III

                                    COVENANTS

         SECTION 3.1           Payment of Principal and Interest.................................................12
         SECTION 3.2           Maintenance of Office or Agency...................................................13
         SECTION 3.3           Money for Payments To Be Held in Trust............................................13
         SECTION 3.4           Existence.........................................................................14
         SECTION 3.5           Protection of Trust Estate........................................................14
         SECTION 3.6           Opinions as to Trust Estate.......................................................14
         SECTION 3.7           Performance of Obligations; Servicing of Receivables..............................15
         SECTION 3.8           Negative Covenants................................................................16
         SECTION 3.9           Annual Statement as to Compliance.................................................16
         SECTION 3.10          The Issuer May Consolidate, Etc. Only on Certain Terms............................17
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                                       ii
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         SECTION 3.11          Successor or Transferee...........................................................18
         SECTION 3.12          No Other Business.................................................................19
         SECTION 3.13          No Borrowing......................................................................19
         SECTION 3.14          Servicer's Obligations............................................................19
         SECTION 3.15          Guarantees, Loans, Advances and Other Liabilities.................................19
         SECTION 3.16          Capital Expenditures..............................................................19
         SECTION 3.17          Restricted Payments...............................................................19
         SECTION 3.18          Notice of Events of Default.......................................................20
         SECTION 3.19          Further Instruments and Acts......................................................20

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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

                                    ARTICLE V

                                    REMEDIES

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

                              THE INDENTURE TRUSTEE
<S>                       <C>                                                                              <C>
         SECTION 6.1           Duties of the Indenture Trustee...................................................30
         SECTION 6.2           Rights of the Indenture Trustee...................................................32
         SECTION 6.3           Individual Rights of the Indenture Trustee........................................33
         SECTION 6.4           The Indenture Trustee's Disclaimer................................................33
         SECTION 6.5           Notice of Defaults................................................................33
         SECTION 6.6           Reports by the Indenture Trustee to Holders.......................................33
         SECTION 6.7           Compensation and Indemnity........................................................33
         SECTION 6.8           Replacement of the Indenture Trustee..............................................34
         SECTION 6.9           Successor Indenture Trustee by Merger.............................................35
         SECTION 6.10          Appointment of Co-Indenture Trustee or Separate Indenture Trustee.................35
         SECTION 6.11          Eligibility; Disqualification.....................................................36
         SECTION 6.12          Preferential Collection of Claims Against the Issuer..............................37

                                   ARTICLE VII

                           NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1           The Issuer To Furnish the Indenture Trustee Names and Addresses of the
                               Noteholders.......................................................................37
         SECTION 7.2           Preservation of Information; Communications to the Noteholders....................37
         SECTION 7.3           Reports by the Issuer.............................................................37
         SECTION 7.4           Reports by the Indenture Trustee..................................................38

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.1           Collection of Money...............................................................38
         SECTION 8.2           Trust Accounts....................................................................38
         SECTION 8.3           General Provisions Regarding Trust Accounts.......................................39
         SECTION 8.4           Release of Trust Estate...........................................................40
         SECTION 8.5           Opinion of Counsel................................................................41
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                                   ARTICLE IX

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

                                    ARTICLE X

                               PREPAYMENT OF NOTES

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

                                   ARTICLE XI

                                  MISCELLANEOUS

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

         Exhibit A         -        Schedule of Receivables
         Exhibit B         -        Form of Class A-1 Note
         Exhibit C         -        Form of Class A-2 Note
         Exhibit D         -        Form of Class A-3 Note
         Exhibit E         -        Form of Class A-4 Note
         Exhibit F         -        Form of Note Depository Agreement
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                                       vi
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                            CROSS REFERENCE TABLE(1)

TIA Section                                               Indenture Section
-----------                                               ------------------

310      (a)(1)...............................................       6.11
         (a)(2)...............................................       6.11
         (a)(3)...............................................       6.10
         (a)(4)...............................................       N.A.2
         (a)(5)...............................................       6.11
         (b)..................................................       6.8; 6.11
         (c)..................................................       N.A.
311      (a)..................................................       6.12
         (b)..................................................       6.12
         (c)..................................................       N.A.
312      (a)..................................................       7.1; 7.2
         (b)..................................................       7.2
         (c)..................................................       7.2
313      (a)..................................................       7.4
         (b)(1)...............................................       7.4
         (b)(2)...............................................       7.4
         (c)..................................................       7.4
         (d)..................................................       7.3
314      (a)..................................................       7.3
         (b)..................................................       3.6
         (c)(1)...............................................      11.1
         (c)(2)...............................................      11.1
         (c)(3)...............................................      11.1
         (d)..................................................      11.1
         (e)..................................................      11.1
         (f)..................................................       N.A.
315      (a)..................................................       6.1
         (b)..................................................       6.5; 11.5
         (c)..................................................       6.1
         (d)..................................................       6.1
         (e)..................................................       5.13


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

(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.


                                       i
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TIA Section                                               Indenture Section
-----------                                               ------------------
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














                                       ii
<PAGE>



                  INDENTURE dated as of June 1, 2002, between CHASE MANHATTAN
AUTO OWNER TRUST 2002-B, a Delaware business trust (the "Issuer"), and WELLS
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association,
solely as trustee and not in its individual capacity (the "Indenture Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's Class
A-1 1.9291% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 2.70% Asset
Backed Notes (the "Class A-2 Notes"), Class A-3 3.58% Asset Backed Notes (the
"Class A-3 Notes") and Class A-4 4.21% Asset Backed Notes (the "Class A-4 Notes"
and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Notes"):



                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes,
all of the Issuer's right, title and interest in, to and under (a) the
Receivables listed in the Schedule of Receivables attached hereto as Exhibit A,
which is incorporated by reference herein, all proceeds thereof and all amounts
and monies received thereon on and after the Cutoff Date (including proceeds of
the repurchase of Receivables by the Seller pursuant to Section 3.2 of the Sale
and Servicing Agreement or the purchase of Receivables by the Servicer pursuant
to Section 4.6 or 9.1 of the Sale and Servicing Agreement); (b) the security
interests in the Financed Vehicles granted by the Obligors pursuant to the
Receivables and in any repossessed Financed Vehicles; (c) Liquidation Proceeds
and in any proceeds of any extended warranties, theft and physical damage,
guaranteed auto protection, credit life or credit disability policies relating
to the Financed Vehicles or the Obligors; (d) any proceeds from Dealer
repurchase obligations relating to the Receivables; (e) the Trust Accounts and
funds on deposit from time to time in the Trust Accounts (including without
limitation the Reserve Account Initial Deposit and the Yield Supplement Account
Initial Deposit), and in all investments and proceeds thereof (but excluding all
investment income on funds on deposit in the Collection Account); (f) the Sale
and Servicing Agreement; and (g) all present and future claims, demands, causes
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion, voluntary
or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, contract rights, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
"Collateral").

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


<PAGE>
                                                                               2



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

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 Definitions. Capitalized terms are used in this Indenture
as defined in Section 1.1 to the Sale and Servicing Agreement dated as of June
1, 2002, between the Issuer and Chase Manhattan Bank USA, National Association,
as Seller and Servicer (the "Sale and Servicing Agreement").

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

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

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

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

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


<PAGE>
                                                                               3


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

                                   ARTICLE II

                                    THE NOTES

         SECTION 2.1 Form. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, in each case together with the Indenture
Trustee's or Authenticating Agent's certificate of authentication, shall be in
substantially the forms set forth in Exhibits B, C, D and E, respectively, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined to be appropriate by the officers
executing such Notes, as evidenced by their execution of the Notes. Any portion
of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note. Each Note shall be dated
the date of its authentication. The Notes shall be issuable as registered Notes
in the minimum denomination of $1,000 and in integral multiples thereof (except,
if applicable, for one Note representing a residual portion of each class which
may be issued in a denomination other than an integral multiple of $1,000).

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

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

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

         The Indenture Trustee shall, upon written order of the Seller,
authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $288,000,000, Class A-2 Notes for original issue in an
aggregate principal amount of $335,000,000, Class A-3 Notes for original issue
in the aggregate principal amount of $365,000,000 and Class A-4 Notes for
original issue in the aggregate principal amount of $345,800,000. The respective
aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes outstanding at any time may not exceed such amounts, except
as provided in Section 2.5.

<PAGE>

                                                                               4

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

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

         SECTION 2.4 Registration of Transfer and Exchange. The Issuer shall
cause to be kept a register (the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Note Registrar shall provide for
the registration of the Notes and the registration of transfers of the Notes.
JPMorgan Chase Bank 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 Bank notifies
the Indenture Trustee that it is unable to act as Note Registrar, the Indenture
Trustee shall act, or the Indenture Trustee shall, with the consent of the
Issuer, appoint another bank or trust company, having an office or agency
located in the City of New York and which agrees to act in accordance with the
provisions of this Indenture applicable to it, to act, as successor Note
Registrar under this Indenture.

         The Indenture Trustee may revoke such appointment and remove JPMorgan
Chase Bank as Note Registrar if the Indenture Trustee determines in its sole
discretion that JPMorgan Chase Bank failed to perform its obligations under this
Indenture in any material respect. JPMorgan Chase Bank shall be permitted to
resign as Note Registrar upon 30 days' written notice to the Indenture Trustee,
the Seller and the Servicer; provided, however, that such resignation shall not
be effective and JPMorgan Chase Bank 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.

<PAGE>

                                                                               5

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

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

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

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

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

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

<PAGE>

                                                                               6

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

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

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

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

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

<PAGE>

                                                                               7

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

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

         SECTION 2.7 Payment of Principal and Interest; Defaulted Interest. (a)
The Notes shall accrue interest as provided in the forms of the Class A-1 Note,
the Class A-2 Note, the Class A-3 Note and the Class A-4 Note set forth in
Exhibits B, C, D and E, respectively, and such interest shall be payable on each
Payment Date as specified therein. Any installment of interest or principal, if
any, payable on any Note which is punctually paid or duly provided for by the
Issuer on the applicable Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the preceding
Record Date, by check mailed first-class, postage prepaid, to such Person's
address as it appears on the Note Register on such Record Date, except that,
unless Definitive Notes have been issued pursuant to Section 2.12, with respect
to the Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made
by wire transfer in immediately available funds to the account designated by
such nominee, except for the final installment of principal payable with respect
to such Note on a Payment Date or on a Note Final Scheduled Payment Date which
shall be payable as provided below. The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.3.

         (b) The principal of each Note shall be payable in installments no
later than 12 noon, New York City time, on each Payment Date as provided in the
forms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the
Class A-4 Note, set forth in Exhibits B, C, D and E, respectively.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if the Indenture Trustee or
the Holders of the Notes representing a majority of the Outstanding Amount of
the Notes have declared the Notes to be immediately due and payable in the
manner provided in Section 5.2. All principal payments on each class of Notes
shall be made pro rata to the Noteholders of such class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Payment Date on which the
Issuer expects that the final installment of principal of and interest on such
Note will be paid. Such notice shall be (i) transmitted by facsimile on such
Record Date if Book-Entry Notes are outstanding or (ii) mailed as provided in
Section 10.2 not later than three Business Days after 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.

<PAGE>

                                                                               8

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

         SECTION 2.9 Release of Collateral. Subject to Section 11.1, the
Indenture Trustee shall release property from the lien of this Indenture only
upon request of the Issuer accompanied by an Officer's Certificate, an Opinion
of Counsel and Independent Certificates in accordance with the TIA 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 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

<PAGE>

                                                                               9

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

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

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

<PAGE>

                                                                              10

         SECTION 2.13 Authenticating Agent. (a) The Indenture Trustee may
appoint one or more authenticating agents (each, an "Authenticating Agent") with
respect to the Notes which shall be authorized to act on behalf of the Indenture
Trustee in authenticating the Notes in connection with the issuance, delivery,
registration of transfer, exchange or repayment of the Notes. The Indenture
Trustee hereby appoints JPMorgan Chase Bank 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 Bank, shall be
acceptable to the Issuer.

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

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

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

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

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

<PAGE>

                                                                              11

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

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


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

                                                          or


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


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

         SECTION 2.14 Appointment of Paying Agent. (a) The Indenture Trustee may
appoint a Paying Agent with respect to the Notes. The Indenture Trustee hereby
appoints JPMorgan Chase Bank as the initial Paying Agent. The Paying Agent shall
have the revocable power to withdraw funds from the Collection Account and the
Note Distribution Account and make distributions to the Noteholders, the
Servicer, the Administrator and the Owner Trustee pursuant to Section 5.5 of the
Sale and Servicing Agreement. The Indenture Trustee may revoke such power and
remove the Paying Agent if the Indenture Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Indenture in any material respect or for other good cause. JPMorgan
Chase Bank shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Seller and the Indenture Trustee. In the event that JPMorgan Chase
Bank shall no longer be the Paying Agent, the Indenture Trustee shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company and may
be the Indenture Trustee) with the consent of the Seller, which consent shall
not be unreasonably withheld. If at any time the Indenture Trustee shall be
acting as the Paying Agent, the provisions of Sections 6.1, 6.3 and 6.4 shall
apply, mutatis mutandis, to the Indenture Trustee in its role as Paying Agent.

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

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

<PAGE>

                                                                              12

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

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

                                  ARTICLE III

                                    COVENANTS

         SECTION 3.1 Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with the
terms of the Notes and this Indenture. Without limiting the foregoing, subject
to Section 8.2(c), the Issuer will cause to be distributed all amounts on
deposit in the Note Distribution Account on a Payment Date deposited therein
pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class
A-1 Notes, to the holders of the Class A-1 Notes, (ii) for the benefit of the
Class A-2 Notes, to the holders of the Class A-2 Notes, (iii) for the benefit of
the Class A-3 Notes, to the holders of the Class A-3 Notes and (iv) for the
benefit of the Class A-4 Notes, to the holders of the Class A-4 Notes. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

<PAGE>

                                                                              13

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

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

         On or before each Payment Date, at the direction of the Servicer in
accordance with Section 5.5 of the Sale and Servicing Agreement, the Indenture
Trustee or the Paying Agent shall deposit in the Note Distribution Account an
aggregate sum sufficient to pay the amounts then becoming due under the Notes,
such sum to be held in trust for the benefit of the Persons entitled thereto and
(unless the Paying Agent is the Indenture Trustee or deposit was made by the
Indenture Trustee) shall promptly notify the Indenture Trustee of its action or
failure so to act.

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

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

<PAGE>

                                                                              14

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

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

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

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

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

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

         The Issuer hereby authorizes the Indenture Trustee to file any
financing statement, continuation statement or other instrument required to be
executed or filed by the Issuer pursuant to this Section.

         SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
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.

<PAGE>

                                                                              15

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

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

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

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

         (e) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that, unless such action is
specifically permitted hereunder or under the other Basic Documents, it will
not, without the prior written consent of the Indenture Trustee or the Holders
of at least a majority of Outstanding Amount of the Notes, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Collateral or
the Basic Documents, or waive timely performance or observance by the Servicer
or the Seller under the Sale and Servicing Agreement; provided that no such
amendment shall (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of
the Notes which are required to consent to any such amendment, without the
consent of the Holders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Holders, the Issuer agrees, promptly following a request by the
Indenture Trustee to do so, to execute and deliver, in its own name and at its
own expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate under the circumstances.

<PAGE>

                                                                              16

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

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

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

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

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

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                                                                              17

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

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

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

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

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

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

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

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

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

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                                                                              18

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

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

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

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

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

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

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

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

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                                                                              19

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer in accordance with Section 3.10(b), Chase Manhattan Auto Owner Trust
2002-B will be released from every covenant and agreement of this Indenture to
be observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee from
the Person acquiring such assets and properties stating that Chase Manhattan
Auto Owner Trust 2002-B is 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
Receivables in the manner contemplated by this Indenture and the other Basic
Documents, issuing the Notes and the Certificates, making payments thereon, and
such other activities that are necessary, suitable or desirable to accomplish
the foregoing or are incidental to the purposes as set forth in Section 2.3 of
the Trust Agreement.

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

         SECTION 3.14 Servicer's Obligations. The Issuer shall use its best
efforts to cause the Servicer to comply with the Sale and Servicing Agreement.

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

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

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

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                                                                              20

         SECTION 3.18 Notice of Events of Default. The Issuer agrees to give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default, any Event of Servicing Termination and each default on the part of the
Seller of its obligations under the Sale and Servicing Agreement.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (a)
rights of registration of transfer and exchange, (b) substitution of mutilated,
destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments
of principal thereof and interest thereon, (d) Sections 3.2, 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, 3.15, 3.16 and 3.18, (e) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee
under Sections 4.2 and 4.4) and (f) the rights of Noteholders as beneficiaries
hereof with respect to the property so deposited with the Indenture Trustee
payable to all or any of them, and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when,

                  (i) either:

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

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

                           (1) have become due and payable,

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                                                                              21

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

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

                  and the Issuer, in the case of clauses (1), (2) or (3) of
                  Section 4.1(i)(B), has irrevocably deposited or caused to be
                  irrevocably deposited with the Indenture Trustee cash or
                  direct obligations of or obligations guaranteed by the United
                  States of America (which will mature prior to the date such
                  amounts are payable), in trust for such purpose, in an amount
                  sufficient to pay and discharge the entire unpaid principal
                  and accrued interest on such Notes not theretofore delivered
                  to the Indenture Trustee for cancellation when due on their
                  respective Note Final Scheduled Payment Dates or the Payment
                  Date on which the Notes are to be prepaid in full pursuant to
                  Section 10.1);

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

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

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

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

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

<PAGE>

                                                                              22

                                   ARTICLE V

                                    REMEDIES

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

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

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

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

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

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

<PAGE>

                                                                              23

         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 for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, the Issuer will, upon demand of the Indenture
Trustee, pay to it, for the benefit of the Holders of the Notes, the whole
amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at
the rate borne by the Notes, and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

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

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

<PAGE>

                                                                              24

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

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

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

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

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

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

<PAGE>

                                                                              25

         (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;

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

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

                  (iv) sell the Trust Estate or any portion thereof or rights or
         interest therein, at one or more public or private sales called and
         conducted in any manner permitted by law;

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


<PAGE>
                                                                              26

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

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

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

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

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

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

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

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

<PAGE>
                                                                              27

         (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 and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

         SECTION 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as through no such proceeding had
been instituted.

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

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


<PAGE>
                                                                              28

         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 Trust Estate shall be
         by the Holders of the Notes representing not less than 100% of the
         Outstanding Amount of the Notes;

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

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

                  (e) such direction shall be in writing;

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

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

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


<PAGE>
                                                                              29

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

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

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

         SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer agrees to take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Seller and the Servicer, as applicable, of each of their respective
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee, including the transmission of notices
of default on the part of the Seller or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Seller or the Servicer of each of their respective
obligations under the Sale and Servicing Agreement.


<PAGE>
                                                                              30

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

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

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

         The Indenture Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders, or other instruments furnished
to the Indenture Trustee that shall be specifically required to be furnished
pursuant to any provision of this Indenture or the Sale and Servicing Agreement,
shall examine them to determine whether they conform to the requirements of this
Indenture or the Sale and Servicing Agreement; provided, however, that the
Indenture Trustee shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Servicer to the Indenture Trustee pursuant to
this Indenture or the Sale and Servicing Agreement.

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

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

<PAGE>
                                                                              31

                  (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.

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

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

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

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

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

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


<PAGE>
                                                                              32

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

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

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

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

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

         (f) Prior to the occurrence of an Event of Default and after the curing
of all Events of Default that may have occurred, the Indenture Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, or other paper or document, unless
requested in writing to do so by Holders of the Notes evidencing not less than
25% of the Outstanding Amount of the Notes; provided, however, that if the
payment within a reasonable time to the Indenture Trustee of the costs,
expenses, or liabilities likely to be incurred by it in the making of such
investigation shall be, in the opinion of the Indenture Trustee, not reasonably
assured to the Indenture Trustee by the security afforded to it by the terms of
this Indenture, the Indenture Trustee may require reasonable indemnity against
such cost, expense, or liability or payment of such expenses as a condition
precedent to so proceeding. The reasonable expense of every such examination
shall be paid by the Issuer or by the Servicer at the direction of the Issuer
or, if paid by the Indenture Trustee, shall be reimbursed by the Issuer or by
the Servicer at the direction of the Issuer upon demand. Nothing in this clause
(f) shall affect the obligation of the Issuer or the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors.


<PAGE>
                                                                              33

         SECTION 6.3 Individual Rights of the Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of the Notes and may otherwise deal with the Issuer or its Affiliates with the
same rights it would have if it were not the Indenture Trustee. Any Paying
Agent, the Note Registrar, co-registrar or co-paying agent may do the same with
like rights. However, the Indenture Trustee must comply with Sections 6.11 and
6.12.

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

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

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

         SECTION 6.7 Compensation and Indemnity. The Issuer shall cause the
Servicer pursuant to the Sale and Servicing Agreement to pay to the Indenture
Trustee from time to time reasonable compensation for its services. The
Indenture Trustee's compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Issuer shall cause the Servicer pursuant
to the Sale and Servicing Agreement to reimburse the Indenture Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, counsel, accountants and experts.
The Issuer shall cause the Servicer pursuant to the Sale and Servicing Agreement
to indemnify the Indenture Trustee against any and all loss, liability or
expense (including the fees of either in-house counsel or outside counsel, but
not both) incurred by it in connection with the administration of this trust and
the performance of its duties hereunder. The Indenture Trustee shall notify the
Issuer and the Servicer promptly of any claim for which it may seek indemnity.

<PAGE>
                                                                              34

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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                                                              35

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

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

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

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

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

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


<PAGE>
                                                                              36

                  (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 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 have a combined capital and surplus of at least $100,000,000 as of the
last day of the most recent fiscal quarter for such institution and shall be
subject to examination or supervision by federal or state authorities. The
long-term unsecured debt of the Indenture Trustee shall at all times be rated
not lower than "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and
Baa3 by Moody's or such other ratings as are acceptable to the Rating Agencies.
The Indenture Trustee shall comply with TIA 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.


<PAGE>
                                                                              37

         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). A Indenture Trustee who has resigned or
been removed shall be subject to TIA ss.311(a) to the extent indicated therein.

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

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

         (b) The Noteholders may communicate pursuant to TIA ss.312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes.

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

         SECTION 7.3 Reports by the Issuer. (a) The Issuer shall:

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

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


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                                                                              38

                  (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 7.3(a) as may be required by rules and regulations
         prescribed from time to time by the Commission.

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

         SECTION 7.4 Reports by the Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each March 31, beginning with March 31, 2003, 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. On each Payment Date, the Indenture Trustee
shall include with each payment to each Noteholder a copy of the statement for
the related Collection Period provided to the Indenture Trustee pursuant to
Section 5.8 of the Sale and Servicing Agreement.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

         SECTION 8.2 Trust Accounts. (a) On or prior to the Closing Date, the
Issuer shall establish and thereafter maintain the Collection Account, the Yield
Supplement Account and the Reserve Account as provided in Sections 5.1, 5.6 and
5.7 of the Sale and Servicing Agreement. On or prior to the Closing Date, the
Issuer shall cause the Servicer to establish and thereafter maintain the Note
Distribution Account as provided in Section 5.1 of the Sale and Servicing
Agreement.


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                                                                              39

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

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

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

                  (ii) to the Holders of the Class A-1 Notes until the
         Outstanding Amount of the Class A-1 Notes is reduced to zero;

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

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

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

                  (vi) if the Notes have been declared immediately due and
         payable as provided in Section 5.2, any amounts remaining in the Note
         Distribution Account after the applications described in Section
         8.2(c)(i) and (c)(ii) shall be applied to the repayment of principal of
         the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes pro
         rata on the basis of the respective Outstanding Amounts of the Class
         A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, respectively.

         SECTION 8.3 General Provisions Regarding Trust Accounts.. (a) In
accordance with Section 5.1, Section 5.6 and Section 5.7 of the Sale and
Servicing Agreement, all funds in the Collection Account, the Yield Supplement
Account and the Reserve Account shall be invested in Permitted Investments upon
written direction of the Servicer or the Class R Certificateholder, as
applicable. All income or other gain from investments of moneys deposited in
such Trust Accounts shall be paid as provided in the Sale and Servicing
Agreement, and any loss resulting from such investments shall be charged to such
account.

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                                                                              40


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

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

         SECTION 8.4 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
shall be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding, and all sums due the Indenture Trustee pursuant to Section 6.7 have
been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Note Distribution
Account. The Indenture Trustee shall release to the Issuer or any other Person
entitled thereto any funds then on deposit in the Reserve Account, the Yield
Supplement Account or the Collection Account only at such time as (x) there are
no Notes Outstanding, (y) all payments in respect of Certificate Balance and
interest due to the Certificateholders have been paid in full and (z) all sums
due to the Indenture Trustee pursuant to Section 6.7 have been paid. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA ss.ss. 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.


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                                                                              41

         SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee may also require as a condition of such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders;
provided, however that such Opinion of Counsel shall not be required to express
an opinion as to the fair value of the Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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


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                                                                              42

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

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

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

         (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
prior notice to the Rating Agencies by the Issuer, as evidenced to the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided that such
action shall not, as evidenced by an Opinion of Counsel, materially and
adversely affect the interests of any Noteholder.

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

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

<PAGE>
                                                                              43


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

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

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

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

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

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

         The Indenture Trustee may determine whether any Notes would be affected
by any supplemental indenture and any such determination shall be conclusive
upon the Holders of all Notes, whether theretofore or thereafter authenticated
and delivered hereunder. The Indenture Trustee shall not be liable for any such
determination made in good faith.

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

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


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                                                                              44

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

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

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

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

                                   ARTICLE X

                               PREPAYMENT OF NOTES

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


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                                                                              45

         SECTION 10.2 Form of Notice of Prepayment. Notice of prepayment in full
under Section 10.1 shall be given by the Indenture Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed prior to the applicable
Payment Date to each Holder of Class A-4 Notes, as of the close of business on
the Record Date preceding the applicable Payment Date, at such Holder's address
appearing in the Note Register.

         All notices of prepayment shall state:

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

                  (ii) that the Record Date otherwise applicable to such Payment
         Date is not applicable and that payments shall be made only upon
         presentation and surrender of such Class A-4 Notes and the place where
         such Class A-4 Notes are to be surrendered for payment in full (which
         shall be the office or agency to be maintained as provided in Section
         3.2); and

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

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

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

                                   ARTICLE XI

                                  MISCELLANEOUS

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

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                                                                              46

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

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

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

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

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

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


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                                                                              47

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

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

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

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

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


<PAGE>
                                                                              48

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

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

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

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

         (c) The ownership of the Notes shall be proved by the Note Register.

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

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

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


<PAGE>
                                                                              49

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

         (b) The Issuer by the Indenture Trustee or any Noteholder shall be
sufficient for every purpose hereunder if personally delivered or mailed
certified mail, return receipt to the Issuer addressed to: Chase Manhattan Auto
Owner Trust 2002-B, in care of Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 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 Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Indenture Trustee shall be in writing, personally
delivered or mailed certified mail, return receipt requested to (i) in the case
of Moody's, at the following address: Moody's Investors Service, 99 Church
Street, New York, New York 10007, (ii) in the case of Standard & Poor's, at the
following address: Standard & Poor's Ratings Service, 55 Water Street, New York,
New York 10041, Attention: Asset Backed Surveillance Department and (iii) in the
case of Fitch, at the following address: Fitch, Inc., One State Street Plaza,
New York, New York 10004; or as to each of the foregoing, at such other address
as shall be designated by written notice to the other parties.

         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.


<PAGE>
                                                                              50

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

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

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

         The provisions of TIA 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 the Noteholders and (only to the
extent expressly provided herein) the Certificateholders, and any other party
secured hereunder, and any other person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

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


<PAGE>
                                                                              51

         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
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture Trustee
and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity. For all purposes of this Indenture, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

         SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Issuer or join in any
institution against the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the other Basic
Documents.


<PAGE>
                                                                              52

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


<PAGE>
                                                                              53

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



                                       CHASE MANHATTAN AUTO
                                         OWNER TRUST 2002-B


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


                                           By: /s/ Anita E. Dallago
                                              ----------------------------------
                                                Name: Anita E. Dallago
                                                Title: Senior Financial Services
                                                Officer




                                       WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                       not in its individual capacity but solely
                                       as Indenture Trustee


                                       By:  /s/ Eileen R. O'Connor
                                            -------------------------
                                                Name: Eileen R. O'Connor
                                                Title: Assistant Vice President


<PAGE>

                                                                       EXHIBIT A


                             SCHEDULE OF RECEIVABLES

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



<PAGE>


                                                                       EXHIBIT B


                             FORM OF CLASS A-1 NOTES

REGISTERED                                                          $288,000,000

No. R-A-1                                                 CUSIP NO. 161581CL5 **



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

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

                     CHASE MANHATTAN AUTO OWNER TRUST 2002-B

                      1.9291% CLASS A-1 ASSET BACKED NOTES

         Chase Manhattan Auto Owner Trust 2002-B, a trust organized and existing
under the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or its registered
assigns, the principal sum of TWO HUNDRED EIGHTY EIGHT MILLION DOLLARS
($288,000,000), partially payable on each Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$288,000,000 and the denominator of which is $288,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-1 Notes pursuant to Section 3.1 of the Indenture;
provided that the entire unpaid principal amount of this Note shall be due and
payable on the June 2003 Payment Date. The Issuer will pay interest on this Note
at the rate per annum shown above, on each Payment Date until the principal of
this Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to certain
limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on
this Note will accrue for each Payment Date from the most recent Payment Date on
which interest has been paid to but excluding the then current Payment Date or,
if no interest has yet been paid, from June 6, 2002. Interest will
------------------
**   Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

<PAGE>
                                                                               2

be computed on the basis of actual days elapsed in a 360-day year. Such
principal of and interest on this Note shall be paid in the manner specified in
the Indenture.

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

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

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

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

Dated:

                                   CHASE MANHATTAN AUTO OWNER TRUST 2002-B

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

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


<PAGE>
                                                                               3

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated:

                                   WELLS FARGO BANK MINNESOTA,
                                     NATIONAL ASSOCIATION,
                                   not in its individual capacity but solely
                                   as Indenture Trustee


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


<PAGE>
                                                                               4


                                [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.9291% Class A-1 Asset Backed Notes (herein called the "Class
A-1 Notes" or the "Notes"), all issued under an Indenture dated as of June 1,
2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         The Notes and the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-1 Interest Rate to the extent lawful.

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

         It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners, the Issuer, the Class R Certificateholder, the Certificateholders
and the Certificate Owners that the Notes will be classified as indebtedness of
the Issuer for all United States tax purposes. The Noteholders, by acceptance of
a Note, agree to treat, and to take no action inconsistent with the treatment
of, the Notes as indebtedness of the Issuer for such tax purposes.

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

<PAGE>
                                                                               5

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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

<PAGE>
                                                                               6

                                   ASSIGNMENT

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







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





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

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

Dated:                                                                      *(1)
      -----------         ------------------------------------------------------
                                     Signature Guaranteed:


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


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

<PAGE>


                                                                       EXHIBIT C


                             FORM OF CLASS A-2 NOTES

REGISTERED                                                  $335,000,000

No. R-A-2                                                 CUSIP NO. 161581CM3(1)

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

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

                     CHASE MANHATTAN AUTO OWNER TRUST 2002-B

                       2.70% CLASS A-2 ASSET BACKED NOTES

         Chase Manhattan Auto Owner Trust 2002-B, a trust organized and existing
under the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or its registered
assigns, the principal sum of THREE HUNDRED THIRTY FIVE MILLION DOLLARS
($335,000,000), partially payable on each Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$335,000,000 and the denominator of which is $335,000,000 by the (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class A-2 Notes pursuant to Section 3.1 of the Indenture;
provided that the entire unpaid principal amount of this Note shall be due and
payable on the January 2005 Payment Date. No payments of principal of the Class
A-2 Notes will be made until the principal of the Class A-1 Notes has been paid
in full. The Issuer will pay interest on this Note at the rate per annum shown
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in
Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will accrue
for each Payment Date from the most recent Payment Date on which interest has
been paid to but excluding the then current Payment Date or, if no interest has
yet been paid, from June 6, 2002. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Such principal of and interest on this
Note shall be paid in the manner specified in the Indenture.

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


<PAGE>
                                                                               2

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

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

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

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

Dated:



                                  CHASE MANHATTAN AUTO OWNER TRUST 2002-B

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



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

<PAGE>
                                                                               3



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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



Dated:



                                      WELLS FARGO BANK MINNESOTA,
                                        NATIONAL ASSOCIATION,
                                      not in its individual capacity but solely
                                      as Indenture Trustee



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

<PAGE>
                                                                               4


                                [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.70% Class A-2 Asset Backed Notes (herein called the "Class
A-2 Notes" or the "Notes"), all issued under an Indenture dated as of June 1,
2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         The Notes and the Class A-1 Notes, Class A-3 Notes and Class A-4 Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-2 Interest Rate to the extent lawful.

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

         It is the intent of the Seller, the Servicer, the Noteholders, the Note
Owners, the Issuer, the Class R Certificateholder, the Certificateholders and
the Certificate Owners that the Notes will be classified as indebtedness of the
Issuer for all United States tax purposes. The Noteholders, by acceptance of a
Note, agree to treat, and to take no action inconsistent with the treatment of,
the Notes as indebtedness of the Issuer for such tax purposes.

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


<PAGE>
                                                                               5

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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

<PAGE>
                                                                               6




                                   ASSIGNMENT



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

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


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


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

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



Dated:                                                                       (1)
      -----------------       --------------------------------------------------
                                     Signature Guaranteed:



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






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


<PAGE>



                                                                       EXHIBIT D


                             FORM OF CLASS A-3 NOTES

REGISTERED                                                  $365,000,000

No. R-A-3                                                 CUSIP NO. 161581CN1(1)

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

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

                     CHASE MANHATTAN AUTO OWNER TRUST 2002-B

                       3.58% CLASS A-3 ASSET BACKED NOTES

         Chase Manhattan Auto Owner Trust 2002-B, a trust organized and existing
under the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or its registered
assigns, the principal sum of THREE HUNDRED SIXTY FIVE MILLION DOLLARS
($365,000,000), partially payable on each Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$365,000,000 and the denominator of which is $365,000,000 by the (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class A-3 Notes pursuant to Section 3.1 of the Indenture;
provided that the entire unpaid principal amount of this Note shall be due and
payable on the May 2006 Payment Date. No payments of principal of the Class A-3
Notes will be made until the principal of the Class A-1 Notes and the Class A-2
Notes have been paid in full. The Issuer will pay interest on this Note at the
rate per annum shown above, on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), 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 June 6, 2002. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.

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

<PAGE>
                                                                               2


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

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

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

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

Dated:



                                 CHASE MANHATTAN AUTO OWNER TRUST 2002-B

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


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

<PAGE>
                                                                               3


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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



Dated:



                                 WELLS FARGO BANK MINNESOTA,
                                   NATIONAL ASSOCIATION,
                                 not in its individual capacity but solely
                                 as Indenture Trustee



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

<PAGE>
                                                                               4


                                [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.58% Class A-3 Asset Backed Notes (herein called the "Class
A-3 Notes" or the "Notes"), all issued under an Indenture dated as of June 1,
2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         The Notes and the Class A-1 Notes, Class A-2 Notes and Class A-4 Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-3 Interest Rate to the extent lawful.

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

         It is the intent of the Seller, the Noteholders, the Note Owners, the
Issuer, the Class R Certificateholder, the Certificateholders and the
Certificate Owners that, the Notes will be classified as indebtedness of the
Issuer for all United States tax purposes. The Noteholders, by acceptance of a
Note, agree to treat, and to take no action inconsistent with the treatment of,
the Notes as indebtedness of the Issuer for such tax purposes.

<PAGE>
                                                                               5

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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

<PAGE>
                                                                               6


                                   ASSIGNMENT



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


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


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


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

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



Dated:                                                                       (1)
      ------------------        ------------------------------------------------
                                Signature Guaranteed:


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


<PAGE>


                                                                       EXHIBIT E


                             FORM OF CLASS A-4 NOTES

REGISTERED                                                  $345,800,000

No. R-A-4                                                 CUSIP NO. 161581CP6(1)

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

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

                     CHASE MANHATTAN AUTO OWNER TRUST 2002-B

                       4.21% CLASS A-4 ASSET BACKED NOTES

         Chase Manhattan Auto Owner Trust 2002-B, a trust organized and existing
under the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or its registered
assigns, the principal sum of THREE HUNDRED FORTY FIVE MILLION EIGHT HUNDRED
THOUSAND DOLLARS ($345,800,000), partially payable on each Payment Date in an
amount equal to the result obtained by multiplying (i) a fraction, the numerator
of which is $345,800,000 and the denominator of which is $345,800,000 by the
(ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-4 Notes pursuant to Section 3.1 of the
Indenture; provided that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the January 2009 Payment Date and the date
on which the Class A-4 Notes are subject to prepayment pursuant to Section 10.1
of the Indenture. No payments of principal of the Class A-4 Notes will be made
until the principal of the Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes have been paid in full. The Issuer will pay interest on this Note at
the rate per annum shown above, on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain limitations
contained in Sections 2.7, 3.1 and 8.2 of the Indenture. 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 June 6, 2002. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.


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

<PAGE>
                                                                               2

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

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

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

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

Dated:



                                    CHASE MANHATTAN AUTO OWNER TRUST 2002-B

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



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

<PAGE>
                                                                               3



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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



Dated:



                                       WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                       not in its individual capacity but solely
                                       as Indenture Trustee



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

<PAGE>
                                                                               4

                                [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 4.21% Class A-4 Asset Backed Notes (herein called the "Class
A-4 Notes" or the "Notes"), all issued under an Indenture dated as of June 1,
2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         The Notes and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-4 Interest Rate to the extent lawful.

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

         It is the intent of the Seller, the Servicer, the Noteholders, the Note
Owners, the Issuer, the Class R Certificateholder, the Certificateholders and
the Certificate Owners that, the Notes will be classified as indebtedness of the
Issuer for all United States tax purposes. The Noteholders, by acceptance of a
Note, agree to treat, and to take no action inconsistent with the treatment of,
the Notes for such tax purposes as indebtedness of the Issuer.

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

<PAGE>
                                                                               5

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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

<PAGE>
                                                                               6



                                   ASSIGNMENT



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







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



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

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



Dated:                                                                       (1)
-------------------------        -----------------------------------------------
                                          Signature Guaranteed:



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




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



<PAGE>

                                                                       EXHIBIT F




                            Note Depository Agreement