Exhibit 4.9



_______________________________________________________________________________





                     CHASE CREDIT CARD OWNER TRUST 2002-2



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

                            _____________________


                                  INDENTURE


                          Dated as of April 2, 2002


                            _____________________


                             THE BANK OF NEW YORK

       as Indenture Trustee, Securities Intermediary and Transfer Agent





_______________________________________________________________________________




<PAGE>

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

                                                                          Page
                                                                          ----

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.1.   Definitions...................................................2
SECTION 1.2.   Incorporation by Reference of Trust Indenture Act............18
SECTION 1.3.   Usage of Terms...............................................19
SECTION 1.4.   Calculations of Interest.....................................19

                                  ARTICLE II

                                   THE NOTES

SECTION 2.1.   Form.........................................................19
SECTION 2.2.   Execution, Authentication and Delivery.......................20
SECTION 2.3.   Temporary Notes..............................................20
SECTION 2.4.   Registration of Transfer and Exchange........................21
SECTION 2.5.   Mutilated, Destroyed, Lost or Stolen Notes...................23
SECTION 2.6.   Persons Deemed Owner.........................................24
SECTION 2.7.   Payment of Principal and Interest............................24
SECTION 2.8.   Cancellation.................................................27
SECTION 2.9.   Release of Collateral........................................28
SECTION 2.10.  Book-Entry Notes.............................................28
SECTION 2.11.  Notices to Clearing Agency...................................29
SECTION 2.12.  Definitive Notes.............................................29
SECTION 2.13.  Authenticating Agent.........................................30
SECTION 2.14.  Appointment of Paying Agent..................................31
SECTION 2.15.  CUSIP Numbers................................................33

                                  ARTICLE III

                                   COVENANTS

SECTION 3.1.   Payment of Principal and Interest............................34
SECTION 3.2.   Maintenance of Office or Agency..............................34
SECTION 3.3.   Money for Payments To Be Held in Trust.......................34
SECTION 3.4.   Existence....................................................35

                                      i

<PAGE>

SECTION 3.5.   Protection of Owner Trust Estate.............................36
SECTION 3.6.   Opinions as to Owner Trust Estate............................36
SECTION 3.7.   Performance of Obligations; Servicing of Series Certificate..37
SECTION 3.8.   Negative Covenants...........................................38
SECTION 3.9.   Annual Statement as to Compliance............................39
SECTION 3.10.  The Issuer May Consolidate, Etc. Only on Certain Terms.......39
SECTION 3.11.  Successor or Transferee......................................41
SECTION 3.12.  No Other Business............................................41
SECTION 3.13.  No Borrowing.................................................41
SECTION 3.14.  Administrator's Obligations..................................41
SECTION 3.15.  Guarantees, Loans, Advances and Other Liabilities............42
SECTION 3.16.  Capital Expenditures.........................................42
SECTION 3.17.  Restricted Payments..........................................42
SECTION 3.18.  Notice of Events of Default..................................42
SECTION 3.19.  Further Instruments and Acts.................................42
SECTION 3.20.  Removal of Administrator.....................................43

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

SECTION 4.1.   Satisfaction and Discharge of Indenture......................43
SECTION 4.2.   Application of Trust Money...................................44
SECTION 4.3.   Repayment of Moneys Held by Paying Agent.....................44
SECTION 4.4.   No Revocation or Termination of Issuer Without Noteholder
                 Approval...................................................44

                                   ARTICLE V

                                   REMEDIES

SECTION 5.1.   Events of Default............................................45
SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment...........45
SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement by
                 the Indenture Trustee......................................46
SECTION 5.4.   Remedies; Priorities.........................................48
SECTION 5.5.   Optional Preservation of the Owner Trust Estate..............50
SECTION 5.6.   Limitation of Suits..........................................50

                                      ii

<PAGE>

SECTION 5.7.   Unconditional Rights of Noteholders To Receive Principal
                 and Interest...............................................51
SECTION 5.8.   Restoration of Rights and Remedies...........................51
SECTION 5.9.   Rights and Remedies Cumulative...............................52
SECTION 5.10.  Delay or Omission Not a Waiver...............................52
SECTION 5.11.  Control by Noteholders.......................................52
SECTION 5.12.  Waiver of Past Defaults......................................53
SECTION 5.13.  Undertaking for Costs........................................53
SECTION 5.14.  Waiver of Stay or Extension Laws.............................53
SECTION 5.15.  Action on Notes..............................................54

                                  ARTICLE VI

                             THE INDENTURE TRUSTEE

SECTION 6.1.   Duties of the Indenture Trustee..............................55
SECTION 6.2.   Rights of the Indenture Trustee..............................57
SECTION 6.3.   Individual Rights of the Indenture Trustee...................58
SECTION 6.4.   The Indenture Trustee's Disclaimer...........................59
SECTION 6.5.   Notice of Defaults...........................................59
SECTION 6.6.   Reports by the Indenture Trustee to Holders..................59
SECTION 6.7.   Compensation and Indemnity...................................59
SECTION 6.8.   Replacement of the Indenture Trustee.........................60
SECTION 6.9.   Successor Indenture Trustee by Merger........................61
SECTION 6.10.  Appointment of Co-Indenture Trustee or Separate
                 Indenture Trustee..........................................62
SECTION 6.11.  Eligibility; Disqualification................................63
SECTION 6.12.  Preferential Collection of Claims Against the Issuer.........64

                                  ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1.   The Issuer To Furnish the Indenture Trustee Names and
                 Addresses of the Noteholders...............................64
SECTION 7.2.   Preservation of Information; Communications to
                 the Noteholders............................................64
SECTION 7.3.   Reports by the Administrator.................................65
SECTION 7.4.   Reports by the Issuer........................................65

                                     iii
<PAGE>

SECTION 7.5.   Reports by the Indenture Trustee.............................66

                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1.   Collection of Money..........................................66
SECTION 8.2.   Owner Trust Accounts.........................................67
SECTION 8.3.   Owner Trust Spread Account Amount Increase...................68
SECTION 8.4.   General Provisions Regarding Owner Trust Spread Account......69
SECTION 8.5.   Release of Owner Trust Estate................................70
SECTION 8.6.   Opinion of Counsel...........................................70

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

SECTION 9.1.   Supplemental Indentures Without Consent of Noteholders ......71
SECTION 9.2.   Supplemental Indentures with Consent of the Noteholders .....72
SECTION 9.3.   Effect of Supplemental Indenture.............................74
SECTION 9.4.   Conformity with Trust Indenture Act..........................74
SECTION 9.5.   Reference in Notes to Supplemental Indentures................74
SECTION 9.6.   Execution of Supplemental Indentures.........................74

                                   ARTICLE X

                              REDEMPTION OF NOTES

SECTION 10.1.   Redemption..................................................75
SECTION 10.2.   Form of Redemption Notice...................................75
SECTION 10.3.   Notes Payable on Redemption Date............................76

                                      iv
<PAGE>

                                  ARTICLE XI

                                 MISCELLANEOUS

SECTION 11.1.   Compliance Certificates and Opinions, etc...................76
SECTION 11.2.   Form of Documents Delivered to the Indenture Trustee........78
SECTION 11.3.   Actions of Noteholders......................................79
SECTION 11.4.   Notices, etc., to the Indenture Trustee, the Issuer,
                  and Note Rating Agencies..................................79
SECTION 11.5.   Notices to Noteholders; Waiver..............................80
SECTION 11.6.   Alternate Payment and Notice Provisions.....................81
SECTION 11.7.   Conflict with Trust Indenture Act...........................81
SECTION 11.8.   Effect of Headings and Table of Contents....................81
SECTION 11.9.   Successors and Assigns......................................81
SECTION 11.10.  Separability................................................82
SECTION 11.11.  Benefits of Indenture.......................................82
SECTION 11.12.  Legal Holidays..............................................82
SECTION 11.13.  GOVERNING LAW...............................................82
SECTION 11.14.  Counterparts................................................82
SECTION 11.15.  Recording of Indenture......................................82
SECTION 11.16.  Trust Obligation............................................82
SECTION 11.17.  No Petition.................................................83
SECTION 11.18.  Inspection..................................................83
SECTION 11.19.  Tax Treatment...............................................84


Exhibit A     -     Form of Class A Note
Exhibit B     -     Form of Class B Note
Exhibit C     -     Form of Class C Note
Exhibit D     -     Form of Note Depository Agreement

                                      v
<PAGE>

                            CROSS REFERENCE TABLE *
                            ---------------------


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

         (a)(3)                                      6.10
         (a)(4)                                      N.A. **
                                                         -
         (a)(5)                                      6.11
         (b)                                         6.8; 6.11
         (c)                                         N.A.
311      (a)                                         6.12
         (b)                                         6.12
         (c)                                         N.A.
312      (a)                                         7.1; 7.2
         (b)                                         7.2
         (c)                                         7.2
313      (a)                                         7.4
         (b)(1)                                      7.4
         (b)(2)                                      7.4
         (c)                                         7.4
         (d)                                         7.3
314      (a)                                         7.3
         (b)                                         3.6
         (c)(1)                                      11.1
         (c)(2)                                      11.1
                                                     11.1
                                                     11.1
         (f)                                         N.A.
315      (a)                                         6.1
         (b)                                         6.5; 11.5
         (c)                                         6.1
         (d)                                         6.1
         (e)                                         5.13
316      (a) (last sentence)                         1.1
         (a)(1)(A)                                   5.11
         (a)(1)(B)                                   5.12
         (a)(2)                                      N.A.
         (b)                                         5.7
         (c)                                         N.A.
317      (a)(1)                                      5.3
         (a)(2)                                      5.3
         (b)                                         3.3
318      (a)                                         11.7


___________________

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

   **    N.A. means Not Applicable.

                                      vi
<PAGE>


                  INDENTURE dated as of April 2, 2002, between WILMINGTON
TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
for the Chase Credit Card Owner Trust 2002-2, a Delaware common law trust
(the "Issuer"), and THE BANK OF NEW YORK, a New York banking corporation, as
indenture trustee (the "Indenture Trustee"), securities intermediary and
transfer agent and not in its individual capacity.

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


                               GRANTING CLAUSE
                               ---------------

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

<PAGE>

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

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

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

                  On or before April 5, 2002, the Issuer shall cause the
Series Certificate with an undated bond power covering such Series
Certificate, duly executed by the Issuer, and endorsed in blank, to be
delivered to the Indenture Trustee, and the Indenture Trustee shall maintain
possession of the Series Certificate for the benefit of the Holders of the
Notes, subject to the terms of this Indenture.


                                  ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

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

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


                                     -2-
<PAGE>

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

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

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

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

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

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

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

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


                                     -3-
<PAGE>

                  "Certificate" means the certificate evidencing the
beneficial interest in Chase Credit Card Owner Trust 2002-2, substantially in
the form attached to the Trust Agreement as Exhibit A.

                  "Certificateholder" means Chase USA.

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

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

                  "Class A Monthly Note Interest" means, with respect to any
Payment Date, an amount equal to the product of (a) the Class A Note Interest
Rate for the related Note Interest Period, (b) a fraction, the numerator of
which is the actual number of days in such Note Interest Period and the
denominator of which is 360 and (c) the Class A Note Principal Balance on the
related Record Date; provided, however, that with respect to the May 2002
Payment Date, Class A Monthly Note Interest will be an amount equal to the
product of (a) the Class A Note Interest Rate, (b) a fraction the numerator
of which is 43 and the denominator of which is 360 and (c) the Class A Note
Initial Principal Balance.

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

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

                  "Class A Note Initial Principal Balance" means $1,176,000,000.

                  "Class A Note Interest Rate" means, from the Closing Date
through May 14, 2002 and, with respect to each Note Interest Period, a per
annum rate equal to 0.05% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.

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

                  "Class A Note Interest Shortfall" means, with respect to
any Payment Date, the sum of (a) the excess, if any, of (i) the Class A Note
Interest Requirement for the preceding Payment Date, over (ii) the amount in
respect of interest that was actually paid pursuant to subsection 2.4(d) with
respect to interest on the Class A Notes for such preceding Payment

                                     -4-
<PAGE>

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

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

                  "Class A Notes" means each of the $1,176,000,000 Class A
Floating Rate Asset Backed Notes, Series 2002-2.

                  "Class A Scheduled Payment Date" means the March 2005
Payment Date.

                  "Class B Monthly Note Interest" means, with respect to any
Payment Date, an amount equal to the product of (a) the Class B Note Interest
Rate for the related Note Interest Period, (b) a fraction, the numerator of
which is the actual number of days in such Note Interest Period and the
denominator of which is 360 and (c) the Class B Note Principal Balance on the
related Record Date; provided, however, that with respect to the May 2002
Payment Date, Class B Monthly Note Interest will be an amount equal to the
product of (a) the Class B Note Interest Rate, (b) a fraction the numerator
of which is 43 and the denominator of which is 360 and (c) the Class B Note
Initial Principal Balance.

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

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

                  "Class B Note Initial Principal Balance" means $98,000,000.

                  "Class B Note Interest Rate" means, from the Closing Date
through May 14, 2002, and, with respect to each Note Interest Period, a per
annum rate equal to 0.33% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.

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

                                     -5-
<PAGE>

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

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

                  "Class B Notes" means each of the $98,000,000 Class B
Floating Rate Asset Backed Notes, Series 2002-2.

                  "Class B Scheduled Payment Date" means the April 2005
Payment Date.

                  "Class C Monthly Note Interest" means, with respect to any
Payment Date, an amount equal to the product of (a) the Class C Note Interest
Rate for the related Note Interest Period, (b) a fraction, the numerator of
which is the actual number of days in such Note Interest Period and the
denominator of which is 360 and (c) the Class C Note Principal Balance on the
related Record Date; provided, however, that with respect to the May 2002
Payment Date, Class C Monthly Note Interest will be an amount equal to the
product of (a) the Class C Note Interest Rate, (b) a fraction the numerator
of which is 43 and the denominator of which is 360 and (c) the Class C Note
Initial Principal Balance.

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

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

                  "Class C Note Initial Principal Balance" means $126,000,000.

                  "Class C Note Interest Rate" means, from the Closing Date
through May 14, 2002, and, with respect to each Note Interest Period, a per
annum rate equal to 0.90% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.

                                     -6-
<PAGE>

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

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

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

                  "Class C Notes" means each of the $126,000,000 Class C
Floating Rate Asset Backed Notes, Series 2002-2.

                  "Class C Scheduled Payment Date" means the April 2005
Payment Date.

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

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

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

                  "Closing Date" means April 2, 2002.

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

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

                                     -7-
<PAGE>

                  "Commission" means the Securities and Exchange Commission.

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

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

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

                  "Deposit and Administration Agreement" means the deposit
and administration agreement dated as of April 2, 2002 between the Depositor
and Administrator and Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee for the Chase Credit Card Owner Trust
2002-2.

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

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

                  "DTC" means The Depository Trust Company.

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

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

                                     -8-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     -9-
<PAGE>

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

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

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

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

                                     -10-
<PAGE>

                  "Issuer" means Chase Credit Card Owner Trust 2002-2, a
Delaware common law trust created under the Trust Agreement acting by and
through Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

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

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

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

                  "LIBOR Determination Date" shall mean (a) March 27, 2002
for the period from the Closing Date through May 14, 2002, and (b) with
respect to the second and each subsequent Note Interest Period, the second
London Business Day prior to the commencement of such Note Interest Period.

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

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

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

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

                  "Master Trust Termination Date" means the Series 2002-2
Termination Date, as defined in the Series Supplement.

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

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

                                     -11-
<PAGE>

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

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

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

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

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

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

                  "Note Initial Principal Balance" means $1,400,000,000.

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

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

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

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

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

                                     -12-
<PAGE>

                  "Note Principal Due Date" means any of (a) the Master Trust
Termination Date, (b) the date on which the Investor Interest is paid in
full, (c) the Note Maturity Date, (d) the Certificate Reassignment Date and
(e) the Payment Date in the month following the Monthly Period in which a
Trust Pay Out Event pursuant to Section 9.1(c) of the Pooling and Servicing
Agreement occurs or a Series 2002-2 Pay Out Event pursuant to Section 9(g) of
the Series Supplement occurs.

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

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

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

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

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

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

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

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

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

                                     -13-
<PAGE>

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

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

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

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

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

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

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

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

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

                                     -14-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     -15-
<PAGE>

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

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

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

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

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

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

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

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

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

                  "Required Owner Trust Spread Account Amount" means an
amount determined on the Closing Date and on or prior to each Transfer Date
and, except as described below, will be equal to $14,000,000 unless the
Quarterly Excess Spread Percentage (i) is less

                                     -16-
<PAGE>

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

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

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

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

                  "Series Certificate" means the Series 2002-2 Certificate
issued by the Master Trust on the Closing Date.

                  "Series Certificateholder" means Chase Credit Card Owner
Trust 2002-2 as the holder of the Series Certificate.

                  "Series Supplement" means the Series 2002-2 Supplement to
the Pooling and Servicing Agreement.

                                     -17-
<PAGE>

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

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

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

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

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

                  "Trust Agreement" means the Trust Agreement dated as of
April 2, 2002, between the Depositor and the Owner Trustee, as the same may
be amended and supplemented from time to time.

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

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

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

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

                                     -18-
<PAGE>

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

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

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


                                  ARTICLE II

                                  THE NOTES

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

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

                                     -19-
<PAGE>

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

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

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

                  The Indenture Trustee shall, upon written order of the
Depositor, authenticate and deliver Class A Notes for original issue in an
aggregate principal amount of $1,176,000,000, Class B Notes for original
issue in an aggregate principal amount of $98,000,000, and Class C Notes for
original issue in the aggregate principal amount of $126,000,000. The
respective aggregate principal amount of Class A Notes, Class B Notes and
Class C Notes outstanding at any time may not exceed such amounts, except as
provided in Section 2.5.

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

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

                                     -20-
<PAGE>

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

                  SECTION 2.4. Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Note
Registrar shall provide for the registration of the Notes and the
registration of transfers of the Notes. JPMorgan Chase shall initially be
"Note Registrar" for the purpose of registering Notes and transfers of Notes
as herein provided. In the event that, subsequent to the date of issuance of
the Notes, JPMorgan Chase notifies the Indenture Trustee that it is unable
to act as Note Registrar, the Indenture Trustee shall act, or the Indenture
Trustee shall, with the consent of the Issuer, appoint another bank or trust
company, having an office or agency located in the City of New York and
which agrees to act in accordance with the provisions of this Indenture
applicable to it, to act, as successor Note Registrar under this Indenture.
For so long as any Note is issued as a global Note, the Issuer may, or if
and so long as any of the Notes are listed on the Luxembourg Stock Exchange
and such exchange shall so require, the Issuer shall appoint a co-registrar
in Luxembourg or another European city.

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

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

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

                                     -21-
<PAGE>

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

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

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

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

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

                                     -22-
<PAGE>

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

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

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

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

                  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

                                     -23-
<PAGE>

governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee,
its agents and counsel) connected therewith.

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

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

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

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

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

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

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

                                     -24-
<PAGE>

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

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

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

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

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

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

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

                                     -25-
<PAGE>

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

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

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

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

                                     -26-
<PAGE>

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

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

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

                                     -27-
<PAGE>

accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with the TIA sections 314(c) and 314(d)(1) or an
Opinion of Counsel in lieu of such Independent Certificates to the effect that
the TIA does not require any such Independent Certificates.

                  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

                  (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

                                     -28-
<PAGE>

represent such percentage only to the extent that it has received instructions
to such effect from the Note Owners and/or Clearing Agency Participants owning
or representing, respectively, such required percentage of the beneficial
interest in the Notes and has delivered such instructions to the Indenture
Trustee.

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

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

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

                                     -29-
<PAGE>

Notes by the Indenture Trustee or the Indenture Trustee's certificate of
authentication, such reference shall be deemed to include authentication on
behalf of the Indenture Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Indenture Trustee by an
Authenticating Agent. Each Authenticating Agent, other than JPMorgan Chase,
shall be acceptable to the Issuer.

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

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

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

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

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

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

                                              THE BANK OF NEW YORK
                                                  as Indenture Trustee

                                              By: _____________________________
                                                  Authorized Signatory


                                     -30-
<PAGE>

                                                             or

                                              _________________________________
                                              as Authenticating Agent
                                                  for the Indenture Trustee,


                                              _________________________________
                                                  Authorized Officer

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

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

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

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

                                     -31-
<PAGE>

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

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

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

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

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

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

                  SECTION 2.16.   Determination of LIBOR.

                  (a) On each LIBOR Determination Date, the Indenture Trustee
shall determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 as of
11:00 a.m., London time, on such date. If

                                     -32-
<PAGE>

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

                  Notwithstanding the foregoing, LIBOR for the period from
the Closing Date through May 14, 2002 will be determined on March 27, 2002 by
straight-line interpolation (based on the actual number of days in such
period) between two rates determined in accordance with the definition of
LIBOR, one of which will be determined for a period of one month and the
other of which will be determined for a period of two months.

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

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


                                 ARTICLE III

                                  COVENANTS

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

                                     -33-
<PAGE>

principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

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

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

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

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

                                     -34-
<PAGE>

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, custom arily published on each Business Day and of general
circulation in the City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt
and employ, at the expense of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice
of such repayment to the Holders whose notes have been called but have not
been surrendered for redemption or whose right to or interest in moneys due
and payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

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

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

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

                  (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

                                     -35-
<PAGE>

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

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

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

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

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

                                     -36-
<PAGE>

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

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

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

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

                                     -37-
<PAGE>

agreements, instruments, consents and other documents as are necessary or
appropriate or as the Indenture Trustee may deem necessary or appropriate
under the circumstances.

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

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

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

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

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

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

                  (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.

                                     -38-
<PAGE>

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

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

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

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

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

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

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

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

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

                  (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuer the conveyance or transfer of
         which is hereby restricted shall (A) be

                                     -39-
<PAGE>

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

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

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

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

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

                  (vi) the Issuer shall have delivered to the Indenture
         Trustee an Officers' Certificate and an Opinion of Counsel each
         stating that such conveyance or transfer and such supplemen tal
         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.

                                     -40-
<PAGE>

                  (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer in accordance with Section 3.10(b), Chase Credit
Card Owner Trust 2002-2 and the Owner Trustee will be released from every
covenant and agreement of this Indenture to be observed or performed on the
part of the Issuer with respect to the Notes immediately upon the delivery of
written notice to the Indenture Trustee from the Person acquiring such assets
and properties stating that Chase Credit Card Owner Trust 2002-2 and the
Owner Trustee are to be so released.

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

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

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

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

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

                  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

                                     -41-
<PAGE>

for value any such ownership or equity interest or security or (c) set aside
or otherwise segregate any amounts for any such purpose; provided that the
Issuer may make, or cause to be made, distributions to the Depositor, the
Owner Trustee, the Administrator, the Indenture Trustee, Chase USA and the
Noteholders as permitted by, and to the extent funds are available for such
purpose under, the Basic Documents. The Issuer will not, directly or
indirectly, make payments to or distributions from the Note Distribution
Account except in accordance with this Indenture and the other Basic
Documents.

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

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

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

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

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

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

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

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

                                     -42-
<PAGE>

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


                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

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

                  (i)      either:

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

                           (B) all Notes not theretofore delivered to the
                  Indenture Trustee for cancellation have become due and
                  payable and the Issuer has irrevocably deposited or caused
                  to be irrevocably

                                     -43-
<PAGE>

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

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

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

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

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

                  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.

                                     -44-
<PAGE>

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


                                  ARTICLE V

                                   REMEDIES

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

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

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

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

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

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

                  SECTION 5.2. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default shall occur and be continuing, then and in
every such case the Indenture Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Notes
may declare all the Notes to be immediately due and payable, by a notice

                                     -45-
<PAGE>

in writing to the Issuer (and to the Indenture Trustee if given by the
Noteholders), and upon any such declaration the unpaid principal amount of
such Notes, together with accrued and unpaid interest thereon through the date
of acceleration, shall become immediately due and payable.

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

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

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

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

                  (d) In case there shall be pending, relative to the Issuer
or any other obligor upon the Notes or any Person having or claiming an
ownership interest in the Owner Trust

                                     -46-
<PAGE>

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,

                                     -47-
<PAGE>

and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence or willful misconduct.

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

                  (f) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture
Trustee without the possession of any of the Notes or the production thereof
in any trial or other proceedings relative thereto, and any such action or
proceed ings 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 Owner Trust Estate;

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

                                     -48-
<PAGE>

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

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

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

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

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

                                     -49-
<PAGE>

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

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

                  FIFTH: to the Certificateholders.

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

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

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

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

                  (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;

                                     -50-
<PAGE>

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

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

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

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

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

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

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

                                     -51-
<PAGE>

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

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

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

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

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

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

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

                  (e) such direction shall be in writing;

                                     -52-
<PAGE>

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

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

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

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

                  SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law

                                     -53-
<PAGE>

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

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

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

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

                                     -54-
<PAGE>


                                  ARTICLE VI

                            THE INDENTURE TRUSTEE

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

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

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

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

                                     -55-
<PAGE>

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

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

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

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

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

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

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

                                     -56-
<PAGE>

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

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

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

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

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

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

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

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

                                     -57-
<PAGE>

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

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

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

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

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

                                     -58-
<PAGE>

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

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

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

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

                                     -59-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                     -60-
<PAGE>

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

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

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

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

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

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

                                     -61-
<PAGE>

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

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

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

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

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

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

                                     -62-
<PAGE>

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

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

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

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

                                     -63-
<PAGE>


                                 ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

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

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

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

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

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

                                     -64-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                     -65-
<PAGE>

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


                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

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

                                     -66-
<PAGE>

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

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

                                     -67-
<PAGE>

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

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

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

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

                                     -68-
<PAGE>

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

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

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

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

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

                                     -69-
<PAGE>

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

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

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

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


                                  ARTICLE IX

                           SUPPLEMENTAL INDENTURES

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

                                     -70-
<PAGE>

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

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

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

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

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

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

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

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

                                     -71-
<PAGE>

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

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

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

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

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

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

                                     -72-
<PAGE>

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

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

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

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

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

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

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

                                     -73-
<PAGE>

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

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

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

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

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

                                     -74-
<PAGE>


                                  ARTICLE X

                             REDEMPTION OF NOTES

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

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

                  All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

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

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

                  (v) the applicable CUSIP numbers for such Notes.

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

                                     -75-
<PAGE>

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

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


                                  ARTICLE XI

                                MISCELLANEOUS

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

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

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

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

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

                                     -76-
<PAGE>

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

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

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

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

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

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

                                     -77-
<PAGE>

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

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

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

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

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

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

                                     -78-
<PAGE>

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

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

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

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

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

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

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

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

                                     -79-
<PAGE>

receipt to the Issuer addressed to: Chase Credit Card Owner Trust 2002-2, in
care of Wilmington Trust Company, not in its individual capacity but solely as
Owner Trustee for the Chase Credit Card Owner Trust 2002-2, at Rodney Square
North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention:
Corporate Trust Administration or at any other address previously furnished in
writing to the Indenture Trustee by the Issuer. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee.

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

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

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

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

                                     -80-
<PAGE>

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

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

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

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

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

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

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

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

                                     -81-
<PAGE>

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

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

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

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

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

                                     -82-
<PAGE>

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

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

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


                                     -83-
<PAGE>



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


                                  WILMINGTON TRUST COMPANY
                                  not in its individual capacity but
                                  solely as Owner Trustee for Chase
                                  Credit Card Owner Trust 2002-2


                                  By:  /s/ Patricia Evans
                                       -----------------------------
                                       Name:  Patricia Evans
                                       Title: Assistant Vice President



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



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




<PAGE>




                                                                   EXHIBIT A
                                                                   ---------

                             FORM OF CLASS A NOTE

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


                  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESEN
TATIVE 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 REGIS
TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                    CHASE CREDIT CARD OWNER TRUST 2002-2

                  CLASS A FLOATING RATE ASSET BACKED NOTES

                  Chase Credit Card Owner Trust 2002-2, a common law trust
organized and existing under the laws of the State of Delaware (including any
successor, the "Issuer"), for value received, hereby promises to pay to CEDE
& CO., or its registered assigns, the principal sum of ______ DOLLARS
($________), partially payable on each applicable Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction, the numerator of
which is $__________ and the denominator of which is $___________ by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A Notes pursuant to Section 3.1 of the
Indenture on such Payment Date; provided that the entire unpaid principal
amount of this Note shall be due and payable on the July 2007 Payment Date
(which is July 16, 2007). The Issuer will pay interest on this Note at the
rate per annum described in the Indenture, on each Payment Date until the
principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Sections 2.7, 3.1
and 8.2 of the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been
paid to but excluding the then current Payment Date or, if no interest has
yet been paid, from April 2, 2002. Interest will be computed on the basis of
the actual number of days elapsed in a 360-day year (which is 43 days in the
case of the Note Interest Period preceding the May 2002 Payment Date, which
is May 15, 2002). 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.


                                     A-1
<PAGE>


                  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 CREDIT CARD OWNER TRUST 2002-2


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

                                   By: __________________________________
                                       Name:
                                       Title:


                                     A-2
<PAGE>


              INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated:  ________ __, _____


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


                                   By: __________________________________
                                         Authorized Signatory





                                     A-3
<PAGE>



                              [REVERSE OF NOTE]


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

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

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

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

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

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

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

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

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



                                     A-4
<PAGE>


                                  ASSIGNMENT

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

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

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

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

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

Dated: ____________________                 _______________________________ 1/

                                            Signature Guaranteed:



_________________

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





                                     A-5
<PAGE>

                                                                   EXHIBIT B
                                                                   ---------

                             FORM OF CLASS B NOTE

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

                  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESEN
TATIVE 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 REGIS
TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                    CHASE CREDIT CARD OWNER TRUST 2002-2

                  CLASS B FLOATING RATE ASSET BACKED NOTES

                  Chase Credit Card Owner Trust 2002-2, a common law trust
organized and existing under the laws of the State of Delaware (including any
successor, the "Issuer"), for value received, hereby promises to pay to CEDE
& CO., or its registered assigns, the principal sum of ___________ DOLLARS
($_________), partially payable on each applicable Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction, the numerator of
which is $________ and the denominator of which is $________ by the (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class B Notes pursuant to Section 3.1 of the
Indenture on such Payment Date; provided that the entire unpaid principal
amount of this Note shall be due and payable on the July 2007 Payment Date
(which is July 16, 2007). No payments of principal of the Class B Notes will
be made until the principal of the Class A Notes has been paid in full. The
Issuer will pay interest on this Note at the rate per annum described in the
Indenture, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of
principal made on the 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 April 2, 2002. Interest will be
computed on the basis of the actual number of days elapsed in a 360-day year
(which is 43 days in the case of the Note Interest Period preceding the May
2002 Payment Date, which is May 15, 2002). 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.


                                     B-1
<PAGE>


                  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 CREDIT CARD OWNER TRUST 2002-2


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


                                   By: ______________________________
                                       Name:
                                       Title:


                                     B-2
<PAGE>

              INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


Dated:   ________ __, _____


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


                                   By:   _________________________________
                                         Authorized Signatory




                                     B-3
<PAGE>



                              [REVERSE OF NOTE]


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

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

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

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

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

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

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

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

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


                                     B-4
<PAGE>


                                  ASSIGNMENT

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

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

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

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

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

Dated: ____________________                 _______________________________ 1/

                                            Signature Guaranteed:



_________________

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



                                     B-5
<PAGE>


                                                                   EXHIBIT C
                                                                   ---------

                             FORM OF CLASS C NOTE

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

                  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESEN
TATIVE 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 REGIS
TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                    CHASE CREDIT CARD OWNER TRUST 2002-2

                  CLASS C FLOATING RATE ASSET BACKED NOTES

                  Chase Credit Card Owner Trust 2002-2, a common law trust
organized and existing under the laws of the State of Delaware (including any
successor, the "Issuer"), for value received, hereby promises to pay to CEDE
& CO., or its registered assigns, the principal sum of _____________ DOLLARS
($________), partially payable on each applicable Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction, the numerator of
which is $________ and the denominator of which is $________ by the (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.1 of the
Indenture on such Payment Date; provided that the entire unpaid principal
amount of this Note shall be due and payable on the July 2007 Payment Date
(which is July 16, 2007). No payments of principal of the Class C Notes will
be made until the principal of the Class A Notes and the Class B Notes have
been paid in full. The Issuer will pay interest on this Note at the rate per
annum described in the Indenture, on each Payment Date until the principal of
this Note is paid or made available for payment, on the principal amount of
this Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture.
Interest on this Note will accrue for each Payment Date from the most
recent Payment Date on which interest has been paid to but excluding the then
current Payment Date or, if no interest has yet been paid, from April 2,
2002. Interest will be computed on the basis of the actual number of days
elapsed in a 360-day year (which is 43 days in the case of the Note Interest
Period preceding the May 2002 Payment Date, which is May 15, 2002). 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.


                                     C-1
<PAGE>



                  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 CREDIT CARD OWNER TRUST 2002-2

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

                                            By: ______________________________
                                                Name:
                                                Title:


                                     C-2
<PAGE>

              INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


Dated:   ________ __, ____


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


                                      By:   _________________________________
                                            Authorized Signatory



                                     C-3
<PAGE>



                              [REVERSE OF NOTE]


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

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

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

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

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

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

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

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

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


                                     C-4
<PAGE>

                                  ASSIGNMENT

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

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

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

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

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

Dated: ____________________                  _______________________________1/

                                             Signature Guaranteed:



_________________

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


                                     C-5
<PAGE>


                                                                     EXHIBIT D
                                                                     ---------


                      FORM OF NOTE DEPOSITORY AGREEMENT











                                     D-1