<PAGE>




                                                                 EXECUTION COPY


================================================================================








                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
                         a National Banking Association,

                             as Seller and Servicer


                                       and


                     CHASE MANHATTAN AUTO OWNER TRUST 2000-A


                                    as Issuer




                          SALE AND SERVICING AGREEMENT


                          Dated as of December 1, 2000









================================================================================


<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                       PAGE
<S>                                                                                                   <C>

                             ARTICLE I

                            DEFINITIONS

SECTION 1.1            Definitions.........................................................................1
SECTION 1.2            Usage of Terms.....................................................................20
SECTION 1.3            Simple Interest Method; Methods of Allocating Payments or Receivables;
                                  Allocations.............................................................21

                            ARTICLE II

                     CONVEYANCE OF RECEIVABLES

SECTION 2.1            Conveyance of Receivables..........................................................21
SECTION 2.2            Closing............................................................................22

                            ARTICLE III

                          THE RECEIVABLES

SECTION 3.1            Representations and Warranties of Seller; Conditions Relating to Receivables.......22
SECTION 3.2            Repurchase Upon Breach or Failure of a Condition...................................26
SECTION 3.3            Custody of Receivable Files........................................................26
SECTION 3.4            Duties of Servicer as Custodian....................................................27
SECTION 3.5            Instructions; Authority to Act.....................................................28
SECTION 3.6            Custodian's Indemnification........................................................28
SECTION 3.7            Effective Period and Termination...................................................28

                            ARTICLE IV

            ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.1            Duties of Servicer.................................................................29
SECTION 4.2            Collection of Receivable Payments; Refinancing.....................................29
SECTION 4.3            Realization Upon Receivables.......................................................30
SECTION 4.4            Maintenance of Security Interests in Financed Vehicles.............................30
SECTION 4.5            Covenants of Servicer..............................................................31
SECTION 4.6            Purchase of Receivables Upon Breach................................................31
SECTION 4.7            Servicing Fee......................................................................31
SECTION 4.8            Servicer's Certificate.............................................................32
SECTION 4.9            Annual Statement as to Compliance..................................................32
SECTION 4.10           Annual Audit Report................................................................33

<PAGE>

SECTION 4.11           Access by Holders to Certain Documentation and Information
                       Regarding Receivables..............................................................34
SECTION 4.12           Reports to Holders and the Rating Agencies.........................................34
SECTION 4.13           Reports to the Securities and Exchange Commission..................................34

                             ARTICLE V

                     ACCOUNTS; DISTRIBUTIONS;
                 STATEMENTS TO CERTIFICATEHOLDERS

SECTION 5.1            Establishment of Collection Account and Note Distribution Account..................34
SECTION 5.2            Collections........................................................................35
SECTION 5.3            [Reserved].........................................................................36
SECTION 5.4            Additional Deposits................................................................36
SECTION 5.5            Distributions......................................................................36
SECTION 5.6            Reserve Account....................................................................37
SECTION 5.7            Net Deposits.......................................................................38
SECTION 5.8            Statements to Certificateholders and Noteholders...................................38

                            ARTICLE VI

                            THE SELLER

SECTION 6.1            Representations of Seller..........................................................39
SECTION 6.2            Liability of Seller; Indemnities...................................................41
SECTION 6.3            Merger or Consolidation of Seller..................................................41
SECTION 6.4            Limitation on Liability of Seller and Others.......................................41
SECTION 6.5            Seller May Own Notes and Certificates..............................................42

                            ARTICLE VII

                           THE SERVICER

SECTION 7.1            Representations of Servicer........................................................42
SECTION 7.2            Liability of Servicer; Indemnities.................................................43
SECTION 7.3            Merger or Consolidation of Servicer................................................44
SECTION 7.4            Limitation on Liability of Servicer and Others.....................................44
SECTION 7.5            Servicer Not To Resign.............................................................45
SECTION 7.6            Delegation of Duties...............................................................45

                           ARTICLE VIII

                  EVENTS OF SERVICING TERMINATION

SECTION 8.1            Events of Servicing Termination....................................................46
SECTION 8.2            Indenture Trustee to Act; Appointment of Successor Servicer........................47






                                       ii





<PAGE>


SECTION 8.3            Notification to Noteholders and Certificateholders.................................48
SECTION 8.4            Waiver of Past Defaults............................................................48

                            ARTICLE IX

                            TERMINATION

SECTION 9.1            Optional Purchase of All Receivables; Trust Termination............................48

                             ARTICLE X

                     MISCELLANEOUS PROVISIONS

SECTION 10.1           Amendment..........................................................................50
SECTION 10.2           Protection of Title to Owner Trust Estate..........................................51
SECTION 10.3           GOVERNING LAW......................................................................53
SECTION 10.4           Notices............................................................................53
SECTION 10.5           Severability of Provisions.........................................................53
SECTION 10.6           Assignment.........................................................................53
SECTION 10.7           Certificates and Notes Nonassessable and Fully Paid................................54
SECTION 10.8           Third-Party Beneficiaries..........................................................54
SECTION 10.9           Assignment to Indenture Trustee....................................................54
SECTION 10.10          Limitation of Liability of Owner Trustee and Indenture Trustee.....................54
SECTION 10.11          No Petition........................................................................55


                                      iii

<PAGE>



                                    SCHEDULES

Schedule A    -    ........Schedule of Receivables
Schedule B    -    ........Location of Receivable Files

                                    EXHIBITS

Exhibit A     -    ........Form of Servicer's Certificate
Exhibit B     -    ........Form of Monthly Report
Exhibit C     -    ........Form of Collection Account Control Agreement
Exhibit D     -    ........Form of Reserve Account Control Agreement
</TABLE>

                                       iv

<PAGE>





                  This SALE AND SERVICING AGREEMENT, dated as of December 1,
2000, (as amended, supplemented or otherwise modified and in effect from time to
time, this "Agreement") is made between CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, a national banking association having its principal executive
offices located at 802 Delaware Avenue, Wilmington, Delaware 19801 ("Chase USA,"
the "Seller" or the "Servicer" in its respective capacities as such), and CHASE
MANHATTAN AUTO OWNER TRUST 2000-A, as issuer (the "Issuer").

                         W I T N E S S E T H :
                         - - - - - - - - - -

                  In consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.1 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

                  "Accrued Interest" on a Receivable, as of any date of
determination, means that amount of interest accrued on the Principal Balance at
the related Contract Rate but not paid by or on behalf of the Obligor.

                  "Administration Agreement" means the Administration Agreement,
dated as of December 1, 2000, among the Issuer, the Administrator and the
Indenture Trustee, as the same may be amended and supplemented from time to
time.

                  "Administrator" means The Chase Manhattan Bank, a New York
banking corporation, as administrator, and its successors and assigns.

                  "Administration Fee" means $1,000, the fee payable to the
Administrator on each Payment Date pursuant to Section 5.5(c) for services
rendered pursuant to the Administration Agreement.

                  "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.

                  "Aggregate Net Losses" means, for any Payment Date, the amount
equal to (i) the aggregate Principal Balance of all Receivables that became
Defaulted Receivables during the







<PAGE>

                                                                              2

related Collection Period minus (ii) the Liquidation Proceeds allocable to
principal collected during such Collection Period with respect to any Defaulted
Receivables.

                  "Amount Financed" in respect of a Receivable means the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and related costs.

                  "Assertion" has the meaning specified in Section 4.10.

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

                  "Authorized Officer" means any officer of the Owner Trustee,
Indenture Trustee or Servicer who is authorized to act on behalf of the Owner
Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as
such on the list of authorized officers delivered by each such party on the
Closing Date.

                  "Available Interest" means, for any Payment Date, the sum of
(i) that portion of Collections on the Receivables received during the related
Collection Period allocated to interest and (ii) that portion of the Repurchase
Amounts received with respect to the Repurchased Receivables repurchased by the
Seller or purchased by the Servicer during the related Collection Period that
would have been treated as Available Interest if the Obligor thereof had prepaid
such Receivables in full on the date as of which such Receivables were
repurchased or purchased.

                  "Available Principal" means, for any Payment Date, the sum of
(i) that portion of Collections on the Receivables received during the related
Collection Period allocated to the principal balance of the Receivables and (ii)
that portion of the Repurchase Amounts received with respect to the Repurchased
Receivables repurchased by the Seller or purchased by the Servicer that would
have been treated as Available Principal if the Obligor thereof had prepaid such
Receivables in full on the date as of which such Receivables were repurchased or
purchased.

                  "Available Reserve Account Amount" shall mean, for each
Payment Date, an amount equal to the lesser of (i) the amount on deposit in the
Reserve Account and (ii) the Specified Reserve Account Balance with respect to
such Payment Date.

                  "Average Delinquency Percentage" means for any Payment Date,
the average of the Delinquency Percentages for such Payment Date and the
preceding two (2) Payment Dates.

                  "Average Net Loss Ratio" means for any Payment Date, the
average of the Net Loss Ratios for such Payment Date and the preceding two (2)
Payment Dates.

                  "Basic Documents" means this Agreement, the Certificate of
Trust, the Indenture, the Depository Agreements, the Securities Control
Agreements, the Trust Agreement, the Administration Agreement and other
documents and certificates delivered in connection therewith.







<PAGE>
                                                                              3

                  "Benefit Plan" has the meaning specified in Section 11.12 of
the Trust Agreement.

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

                  "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 of the
Indenture.

                  "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,
Wilmington, Delaware and Minneapolis, Minnesota are open for the purpose of
conducting a commercial banking business.

                  "Business Trust Statute" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., as amended from time to time.

                  "Capital Accounts" has the meaning specified in Section 5.7
of the Trust Agreement.

                  "Clearstream" means Clearstream Banking, societe anonyme.

                  "Certificate" means a certificate evidencing the beneficial
interest of a Certificateholder in the Owner Trust Estate, substantially in the
form of Exhibit A to the Trust Agreement.

                  "Certificate Balance" means an amount equal to $38,466,538.08
as of the Closing Date and, thereafter, shall be an amount equal to such initial
Certificate Balance, reduced by all amounts allocable to principal previously
distributed to Certificateholders. The Certificate Balance shall also be reduced
on any Payment Date by the excess, if any, of (i) the sum of (A) the Certificate
Balance and (B) the outstanding principal amount of the Notes (in each case
after giving effect to amounts in respect of principal to be deposited in the
Certificate Distribution Account and the Note Distribution Account on such
Payment Date), over (ii) the Pool Balance as of the close of business on the
last day of the preceding Collection Period. Thereafter, the Certificate Balance
shall be increased on any Payment Date to the extent that any portion of the
Total Distribution Amount on such Payment Date is available to pay the existing
Certificateholders' Principal Carryover Shortfall, but not by more than the
aggregate reductions in the Certificate Balance set forth in the preceding
sentence.

                  "Certificate Depository Agreement" means the agreement among
the Issuer, the Owner Trustee, Chase, as agent for the Depository Trust Company
and The Depository Trust Company, as the initial Clearing Agency, dated the
Closing Date, relating to the Certificates, substantially in the form attached
as Exhibit C to the Trust Agreement, as the same may be amended and supplemented
from time to time or any similar agreement with any successor Clearing Agency.


<PAGE>
                                                                              4

                  "Certificate Distribution Account" has the meaning specified
in Section 5.1 of the Trust Agreement.

                  "Certificate Final Scheduled Payment Date" means the June 2007
Payment Date on which the outstanding principal amount, if any, of the
Certificates is payable.

                  "Certificate of Trust" means the Certificate of Trust in the
form of Exhibit B to the Trust Agreement to be filed for the Issuer pursuant to
Section 3810(a) of the Business Trust Statute.

                  "Certificate Owner" means, with respect to a Book-Entry
Certificate, the Person who is the owner of such Book-Entry Certificate, 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.

                  "Certificate Pool Factor" as of the close of business on a
Payment Date means a eight-digit decimal figure equal to the Certificate Balance
(after giving effect to distributions made on such date) divided by the initial
Certificate Balance. The Certificate Pool Factor will be 1.00000000 as of the
Cutoff Date; thereafter, the Certificate Pool Factor will decline to reflect
reductions in the Certificate Balance.

                  "Certificate Rate" means 6.48% per annum.

                  "Certificate Register" and "Certificate Registrar" means the
register maintained and the registrar appointed pursuant to Section 3.4 of the
Trust Agreement.

                  "Certificateholder" means the Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purpose of giving any consent, request, waiver or demand pursuant to any of
the Basic Documents (other than pursuant to Section 4.3 of the Trust Agreement),
the interest evidenced by any Certificate registered in the name of the Seller,
the Servicer or any Person actually known by an Authorized Officer of the Owner
Trustee to be an Affiliate of the Seller or the Servicer shall not be taken into
account in determining whether the requisite percentage necessary to effect any
such consent, request or waiver shall have been obtained.

                  "Certificateholders' Distributable Amount" means for any
Payment Date, the sum of (x) the Certificateholders' Principal Distributable
Amount and (y) the Certificateholders' Interest Distributable Amount.

                  "Certificateholders' Interest Carryover Shortfall" means, (a)
for the initial Payment Date, zero, and (b) for any other Payment Date, the
excess of the Certificateholders' Interest Distributable Amount for the
preceding Payment Date over the amount in respect of the interest actually
deposited in the Certificate Distribution Account on such preceding Payment
Date, plus interest on such excess, to the extent permitted by law, at the
Certificate Rate from and including such preceding Payment Date to, but
excluding, the current Payment Date.

<PAGE>
                                                                              5

                  "Certificateholders' Interest Distributable Amount" means, for
any Payment Date, the sum of the Certificateholders' Monthly Interest
Distributable Amount for such Payment Date and the Certificateholders' Interest
Carryover Shortfall for such Payment Date.

                  "Certificateholders' Monthly Interest Distributable Amount"
means, for any Payment Date, one month's interest (or, in the case of the first
Payment Date, interest accrued from and including the Closing Date to, but
excluding, such Payment Date) at the Certificate Rate on the Certificate Balance
on the immediately preceding Payment Date, after giving effect to all payments
of principal to the Certificateholders on or prior to such Payment Date (or, in
the case of the first Payment Date, the Certificate Balance on the Closing
Date). Interest shall be computed on the basis of a 360 day-year of twelve
30-day months for purposes of this definition.

                  "Certificateholders' Monthly Principal Distributable Amount"
means, for any Payment Date, the Certificateholders' Percentage of the Principal
Distribution Amount.

                  "Certificateholders' Percentage" means, for any Payment
Date, 100% minus the Noteholders' Percentage.

                  "Certificateholders' Principal Carryover Shortfall" means for
any Payment Date, the sum of (a) the excess of (i) the Certificateholders'
Principal Distributable Amount for the preceding Payment Date, over (ii) the
amount in respect of principal actually deposited in the Certificate
Distribution Account on such Payment Date and (b) without duplication of clause
(a), the unreimbursed portion of the amount by which the Certificate Balance has
been reduced pursuant to the second sentence of the definition thereof.

                  "Certificateholders' Principal Distributable Amount" means,
for any Payment Date, the sum of (i) the Certificateholders' Monthly Principal
Distributable Amount for such Payment Date and (ii) the Certificateholders'
Principal Carryover Shortfall for such Payment Date; provided that the
Certificateholders' Principal Distributable Amount shall not exceed the
Certificate Balance. In addition, on the Certificate Final Scheduled Payment
Date, the principal required to be distributed to the Certificateholders will
include the lesser of (a) any payments of principal due and remaining unpaid on
each Receivable owned by the Issuer as of the last day of the immediately
preceding Collection Period and (b) the amount that is necessary (after giving
effect to the other amounts to be deposited in the Certificate Distribution
Account on such Payment Date and allocable to principal) to reduce the
Certificate Balance to zero, in either case after giving effect to any required
distribution of the Noteholders' Principal Distributable Amount to the Note
Distribution Account.

                  "Chase" means The Chase Manhattan Bank, a New York banking
corporation.

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

                  "Class A-1 Interest Rate" means 6.47% per annum.

                  "Class A-1 Notes" means the Class A-1 6.47% Asset Backed
Notes, substantially in the form of Exhibit B to the Indenture.

                  "Class A-2 Interest Rate" means 6.30% per annum.




<PAGE>

                                                                              6


                  "Class A-2 Notes" means the Class A-2 6.30% Asset Backed
Notes, substantially in the form of Exhibit C to the Indenture.

                  "Class A-3 Interest Rate" means 6.21% per annum.

                  "Class A-3 Notes" means the Class A-3 6.21% Asset Backed
Notes, substantially in the form of Exhibit D to the Indenture.

                  "Class A-4 Interest Rate" means 6.26% per annum.

                  "Class A-4 Notes" means the Class A-4 6.26% Asset Backed
Notes, substantially in the form of Exhibit E to the Indenture.

                  "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).

                  "Closing Date" means December 14, 2000.

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

                  "Collection Account" means securities account no. 507-949927
entitled "Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee, Securities Account of Chase Auto Owner Trust Series 2000-A" maintained
by the Collection Account Securities Intermediary pursuant to the Collection
Account Control Agreement or any successor securities account maintained
pursuant to the Collection Account Control Agreement.

                  "Collection Account Control Agreement" means the agreement
among the Issuer, Chase, as securities intermediary, and the Indenture Trustee,
dated as of December 1, 2000, relating to the Collection Account, substantially
in the form attached as Exhibit C, as the same may be amended and supplemented
from time to time.

                  "Collection Account Securities Intermediary" means Chase or
any other securities intermediary that maintains the Collection Account pursuant
to the Collection Account Control Agreement.

                  "Collection Period" means each calendar month beginning
December 1, 2000 until Chase Manhattan Auto Owner Trust 2000-A shall terminate
pursuant to Article IX of the Trust Agreement.

                  "Collections" means all collections in respect of Receivables.

<PAGE>
                                                                              7

                  "Contract Rate" of a Receivable means the annual rate of
interest stated in such Receivable.

                  "Corporate Trust Office" means the New York office of the
Indenture Trustee or the Wilmington, Delaware office of the Owner Trustee, as
applicable.

                  "Cutoff Date" means December 1, 2000.

                  "Dealer" means the dealer which sold a Financed Vehicle
related to a Dealer Receivable and which originated or assisted in the
origination of such Dealer Receivable under a Dealer Agreement.

                  "Dealer Agreement" means any agreement and, if applicable,
assignment under which Dealer Receivables were originated by or through a Dealer
and sold to the Seller or an affiliate of the Seller.

                  "Dealer Receivable" means each Receivable which was originated
by the Seller or an Affiliate of the Seller with the involvement of a Dealer.

                  "Debt Cancellation Policy" means a policy issued by Chase USA
to the obligor that forgives the Principal Balance of a Receivable in excess of
insurance proceeds realized upon the event of a total loss of the related
Financed Vehicle.

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

                  "Defaulted Receivable" means a Receivable (other than a
Repurchased Receivable) as to which the Servicer has determined based on its
usual collection practices and procedures, during any Collection Period, that
eventual payment in full of the Amount Financed (including accrued interest
thereon) is unlikely; provided that a Receivable shall become a Defaulted
Receivable during the calendar month in which more than 10% of the scheduled
payment becomes 240 days delinquent, regardless of whether any such
determination has been made.

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

                  "Definitive Certificates" means Certificates issued in
certificated, fully registered form as provided in Section 3.12 of the Trust
Agreement.

                  "Delaware Trustee" has the meaning specified in Section 10.1
of the Trust Agreement.

                  "Delinquency Percentage" means, for any Payment Date, the sum
of the outstanding Principal Balances of all Receivables which were 60 days or
more delinquent (including Receivables, which are not Defaulted Receivables,
relating to Financed Vehicles that have been repossessed), as of the close of
business on the last day of the Collection Period immediately preceding such
Payment Date, determined in accordance with the Servicer's normal


<PAGE>

                                                                             8




practices, such sum expressed as a percentage of the Pool Balance as of the
close of business on the last day of such Collection Period.

                  "Deposit Date" means the Business Day immediately preceding
each Payment Date.

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

                  "Depository Agreements" means, collectively, the Certificate
Depository Agreement and the Note Depository Agreement.

                  "Determination Date" means the 10th calendar day of the month
(or, if such 10th calendar day is not a Business Day, the Business Day preceding
the 10th calendar day of the month) immediately succeeding the related
Collection Period.

                  "Eligible Deposit Account" means (a) a segregated identifiable
trust account established in the trust department of a Qualified Trust
Institution, which shall, except in the case of the Reserve Account, initially
be Chase, and may be maintained with Chase so long as Chase is a Qualified Trust
Institution; or (b) a separately identifiable deposit account established in the
deposit taking department of a Qualified Institution, which may be Chase so long
as Chase is a Qualified Institution.

                  "ERISA" has the meaning specified in Section 11.12 of the
Trust Agreement.

                  "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.

                  "Euroclear Operator" means Morgan Guaranty Trust Company of
New York, Brussels, Belgium office, in its capacity as the operator of the
Euroclear system.

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

                  "Event of Servicing Termination" means an event specified in
Section 8.1.

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

                  "Expenses" has the meaning specified in Section 8.2 of the
Trust Agreement.

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

                  "FHLMC" means the Federal Home Loan Mortgage Corporation or
any successor thereto.







<PAGE>

                                                                              9


                  "Final Scheduled Maturity Date" means the last day of the
Collection Period immediately preceding the Certificate Final Scheduled Payment
Date.

                  "Financed Vehicle" means, with respect to a Receivable, the
new or used automobile or light-duty truck, together with all accessions
thereto, securing an Obligor's indebtedness under such Receivable.

                  "Fitch" means Fitch, Inc. and its successors and assigns.

                  "FNMA" means the Federal National Mortgage Association or
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 the 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 Certificateholders and Noteholders.

                  "Indemnified Parties" has the meaning specified in
Section 8.2 of the Trust Agreement.

                  "Indenture" means the Indenture dated as of December 1, 2000,
between the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

                  "Indenture Trustee" means, initially, Wells Fargo, as
Indenture Trustee under the Indenture, or any successor Indenture Trustee under
the Indenture.

                  "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 Seller 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 Seller or
any Affiliate of any of the foregoing Persons and (c) is not connected with the
Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.





<PAGE>
                                                                             10


                  "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 of the
Indenture, 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 Agreement 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.

                  "Interest Rate" means the rate of interest borne by the
Notes of any class.

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

                  "Issuer" means Chase Manhattan Auto Owner Trust 2000-A, a
Delaware business trust, until a successor replaces it and, thereafter, means
such successor and, for purposes of any provision contained in the Indenture and
required by the TIA, each other obligor on the Notes.

                  "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.

                  "Late Fees" means any late charges, credit related extension
fees, non-credit related extension fees or other administrative fees or similar
charges allowed by applicable law with respect to the Receivables.

                  "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.


<PAGE>
                                                                             11

                  "Liquidation Proceeds" means, with respect to any Receivable,
(i) insurance proceeds, (ii) the monies collected during a Collection Period
from whatever source on a Defaulted Receivable and (iii) proceeds of a Financed
Vehicle sold after repossession, in each case net of any liquidation expenses
and payments required by law to be remitted to the Obligor.

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

                  "Net Loss Ratio" means, for any Payment Date, the ratio,
expressed as an annualized percentage, of (i) the Aggregate Net Losses for such
Payment Date to (ii) the average of the Pool Balances on each of the related
Settlement Date and the last day of the related Collection Period.

                  "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note or a Class A-4 Note.

                  "Note Depository Agreement" means the agreement among the
Issuer, the Indenture Trustee, Chase, as agent for The Depository Trust Company
and The Depository Trust Company, as the initial Clearing Agency, dated the
Closing Date, relating to the Notes, substantially in the form of Exhibit F to
the Indenture, as the same may be amended or supplemented from time to time or
any similar agreement with any successor Clearing Agency.

                  "Note Distribution Account" means the account designated as
such, established and maintained pursuant to Section 5.1(b).

                  "Note Final Scheduled Payment Date" means for (a) the Class
A-1 Notes, the December 2001 Payment Date, (b) the Class A-2 Notes, the June
2003 Payment Date, (c) the Class A-3 Notes, the December 2004 Payment Date, and
(d) the Class A-4 Notes, the June 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.

                  "Note Pool Factor" for each class of Notes as of the close of
business on a Payment Date means an eight-digit decimal figure equal to the
Outstanding Amount of such class of Notes divided by the Outstanding Amount as
of the Closing Date of such class of Notes. The Note Pool Factor for each class
of Notes will be 1.00000000 as of the Cutoff Date; thereafter, the Note Pool
Factor for each class of Notes will decline to reflect reductions in the
Outstanding Amount of such class of Notes.

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

                  "Noteholders' Distributable Amount" means, for any Payment
Date, the sum of the Noteholders' Principal Distributable Amount and the
Noteholders' Interest Distributable Amount for all classes of Notes.





<PAGE>

                                                                             12



                  "Noteholders' Interest Carryover Shortfall" means, for any
class of Notes, (a) for the initial Payment Date, zero, and (b) for any other
Payment Date, the excess of (x) the Noteholders' Interest Distributable Amount
for the preceding Payment Date for such class of Notes, over (y) the amount in
respect of interest actually deposited in the Note Distribution Account on such
preceding Payment Date with respect to such class of Notes, plus interest on the
amount of interest due but not paid to the Noteholders of such class on the
preceding Payment Date, to the extent permitted by law, at the applicable
Interest Rate from such preceding Payment Date through the current Payment Date.

                  "Noteholders' Interest Distributable Amount" means, for any
Payment Date for any class of Notes, the sum of (x) the Noteholders' Monthly
Interest Distributable Amount for such class of Notes for such Payment Date and
(y) the Noteholders' Interest Carryover Shortfall for such class of Notes for
such Payment Date.

                  "Noteholders' Monthly Interest Distributable Amount" means,
for any Payment Date for each class of Notes, one month's interest (or, in the
case of the first Payment Date, interest accrued from and including the Closing
Date to but excluding such Payment Date) at the related Interest Rate on the
Outstanding Amount of the Notes of such class on such Payment Date (or, in the
case of the first Payment Date, on the Closing Date). Interest for purposes of
this definition (i) on the Class A-1 Notes shall be computed on the basis of a
360-day year for the actual number of days elapsed and (ii) on the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes shall be computed on the
basis of a 360-day year of twelve 30-day months.

                  "Noteholders' Monthly Principal Distributable Amount" means,
for any Payment Date, the Noteholders' Percentage of the Principal Distribution
Amount.

                  "Noteholders' Percentage" means (i) 100% for each Payment Date
occurring before the Payment Date on which the Class A-1 Notes have been paid in
full, (ii) 97% (or such greater percentage as would be necessary to pay the
Class A-1 Notes in full) on such Payment Date, (iii) 97% after such Payment Date
until all of the Notes have been paid in full and (iv) zero thereafter;
provided, however, that (x) if the amount on deposit in the Reserve Account on
any Payment Date would be, after giving effect to distributions on such Payment
Date, less than 0.5% of the Original Pool Balance, the Noteholders' Percentage
will be 100% for such Payment Date and each Payment Date thereafter until the
Notes have been paid in full or the amount on deposit in the Reserve Account
equals or exceeds the Specified Reserve Account Balance and (y) if the Notes
have been accelerated after the occurrence of an Event of Default, the
Noteholders' Percentage will be 100% for each Payment Date thereafter until the
Notes have been paid in full.

                  "Noteholders' Principal Carryover Shortfall" means for any
Payment Date, the excess of (x) the Noteholders' Principal Distributable Amount
for the preceding Payment Date over (y) the amount in respect of principal
actually deposited in the Note Distribution Account on such Payment Date.

                  "Noteholders' Principal Distributable Amount" means, for any
Payment Date, the sum of (i) the Noteholders' Monthly Principal Distributable
Amount for such Payment Date and (ii) the Noteholders' Principal Carryover
Shortfall for such Payment Date; provided that the Noteholders' Principal
Distributable Amount shall not exceed the Outstanding Amount of the


<PAGE>

                                                                             13



Notes. In addition, on the Note Final Scheduled Payment Date of each class of
Notes, the principal required to be deposited in the Note Distribution Account
will include the amount necessary (after giving effect to the other amounts to
be deposited in the Note Distribution Account on such Payment Date and allocable
to principal) to reduce the Outstanding Amount of such class of Notes to zero.

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

                  "Obligor" on a Receivable means the purchaser or the
co-purchasers of the Financed Vehicle purchased in part or in whole by the
execution and delivery of such Receivable or any other Person who owes or may be
liable for payments under such Receivable.

                  "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 Seller or
Servicer, as appropriate, meeting the requirements of Section 11.1 of the
Indenture.

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

                  "Optional Purchase Percentage" shall be 10%.

                  "Original Pool Balance" shall be $1,280,466,538.08.

                  "Outstanding" means, when used with respect to Notes, as of
any date of determination, all Notes theretofore authenticated and delivered
under the 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 prepaid, notice of such prepayment has been duly given
pursuant to the Indenture or provision therefor, satisfactory to the Indenture
Trustee, has been made); and

                  (c) Notes in exchange for or in lieu of other Notes which have
been authenticated and delivered pursuant to the 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 Seller or any Affiliate of any
of the foregoing Persons shall be disregarded and




<PAGE>


                                                                            14




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 an
Authorized 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 Seller 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.

                  "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
Article II of this Agreement, all funds on deposit from time to time in the
Trust Accounts (other than the Note Distribution Account) and the Certificate
Distribution Account and all other property of Issuer from time to time,
including any rights of the Owner Trustee and the Issuer pursuant to this
Agreement.

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

                  "Paying Agent" means: (a) when used in the Indenture or
otherwise with respect to the Notes, the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 of the Indenture and is authorized by the Indenture Trustee to make
the payments to and distributions from the Collection Account and the Note
Distribution Account, including payment of principal of or interest on the Notes
on behalf of the Issuer; and (b) when used in the Trust Agreement or otherwise
with respect to the Certificates, the Owner Trustee or any other paying agent or
co-paying agent appointed pursuant to Section 3.9 of the Trust Agreement, and in
the case of the Indenture with respect to the Notes, and the Trust Agreement
with respect to the Certificates, such Paying Agent shall initially be the
corporate trust office of Chase.

                  "Payment Date" means, in the case of the first Collection
Period, January 16, 2001, and in the case of every Collection Period thereafter,
the 15th day of the following month, or if the 15th day is not a Business Day,
the next following Business Day.

                  "Permitted Investments" means, at any time, any one or more of
the following obligations, securities (certificated or uncertificated) or
instruments (excluding any security with the "r" symbol attached to its rating):

                    (i) obligations of the United States of America or any
          agency thereof; provided such obligations are backed by the full faith
          and credit of the United States of America;





<PAGE>

                                                                           15





                    (ii) general obligations of or obligations guaranteed as to
          the timely payment of interest and principal by any state of the
          United States of America or the District of Columbia then rated "A-1+"
          or "AAA" by Standard & Poor's, "F1+" or "AAA" by Fitch (if rated by
          Fitch) and "P-1+" or Aaa by Moody's;

                    (iii) commercial paper which is then rated P-1 by Moody's,
          "F1+" by Fitch (if rated by Fitch) and "A-1+" by Standard & Poor's;

                    (iv) certificates of deposit, demand or time deposits,
          federal funds or banker's acceptances issued by any depository
          institution or trust company (including the Indenture Trustee acting
          in its commercial banking capacity) incorporated under the laws of the
          United States or of any state thereof or incorporated under the laws
          of a foreign jurisdiction with a branch or agency located in the
          United States of America and subject to supervision and examination by
          federal or state banking authorities which short term unsecured
          deposit obligations of such depository institution or trust company
          are then rated P-1 by Moody's, "F1+" by Fitch (if rated by Fitch) and
          "A-1+" by Standard & Poor's;

                    (v) demand or time deposits of, or certificates of deposit
          issued by, any bank, trust company, savings bank or other savings
          institution; provided such deposits or certificates of deposit are
          fully insured by the FDIC;

                    (vi) guaranteed reinvestment agreements issued by any bank,
          insurance company or other corporation the short term unsecured debt
          or deposits of which are rated P-1 by Moody's, "AAA" by Fitch (if
          rated by Fitch) and "A-1+" by Standard & Poor's or the long-term
          unsecured debt of which are rated Aaa by Moody's, "AAA" by Fitch (if
          rated by Fitch) and "AAA" by Standard & Poor's;

                    (vii) repurchase obligations with respect to any security
          described in clauses (i) or (ii) herein or any other security issued
          or guaranteed by the FHLMC, FNMA or any other agency or
          instrumentality of the United States of America which is backed by the
          full faith and credit of the United States of America, in either case
          entered into with a federal agency or a depository institution or
          trust company (acting as principal) described in (iv) above;

                    (viii) investments in money market funds, which funds (A)
          are not subject to any sales, load or other similar charge; and (B)
          are rated at least "AAAM" or "AAAM-G" by Standard & Poor's, "AAAV-1+"
          by Fitch (if rated by Fitch) and Aaa by Moody's;

                    (ix) such other investments where either (A) the short-term
          unsecured debt or deposits of the obligor on such investments are
          rated "A-1+" by Standard & Poor's, "F1" by Fitch (if rated by Fitch)
          and P-1 by Moody's; and

                    (x) any other obligation or security satisfying the Rating
          Agency Condition.

Permitted Investments may include money market mutual funds (so long as such
fund has the ratings specified in clause (viii) hereof), including, without
limitation, the VISTA U.S. Government Money Market Fund or any other fund for
which Chase, the Indenture Trustee or an




<PAGE>

                                                                             16




Affiliate thereof serves as an investment advisor, administrator, shareholder
servicing agent, and/or custodian or subcustodian, notwithstanding that (i)
Chase, Wells Fargo, Wilmington Trust Company or an Affiliate thereof charges and
collects fees and expenses from such funds for services rendered, (ii) Chase,
Wells Fargo, Wilmington Trust Company or an Affiliate thereof charges and
collects fees and expenses for services rendered pursuant to this Agreement, and
(iii) services performed for such funds and pursuant to this Agreement may
converge at any time. The Indenture Trustee specifically authorizes Chase, Wells
Fargo, Wilmington Trust Company or an Affiliate thereof to charge and collect
all fees and expenses from such funds for services rendered to such funds (but
not to exceed investment earnings), in addition to any fees and expenses Chase,
Wells Fargo or Wilmington Trust Company as applicable, may charge and collect
for services rendered pursuant to this Agreement.

                  "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.

                  "Pool Balance" as of any date of determination means, the
aggregate Principal Balance of the Receivables as of the close of business on
the last day of the preceding Collection Period, after giving effect to all
payments received from Obligors and Repurchase Amounts to be remitted by the
Servicer or the Seller, as the case may be, for such Collection Period and all
losses realized on Receivables liquidated during such Collection Period.

                  "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 of the Indenture 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.

                  "Prepayment Date" means in the case of a prepayment of the
Notes pursuant to Section 10.1 of the Indenture, the Payment Date specified by
the Servicer pursuant to such Section 10.1.

                  "Principal Balance" of a Receivable, as of the close of
business on the last day of any Collection Period, means the Amount Financed
minus that portion of all payments received on or prior to such date allocable
to principal. The Principal Balance of a Defaulted Receivable or a Repurchased
Receivable shall be deemed to be zero, in each case, as of such date.

                  "Principal Distribution Amount" means, for any Payment Date,
the sum of the following amounts, without duplication: (i) Available Principal
and (ii) Aggregate Net Losses.

                  "Principal Prepayment" means a payment or other recovery of
principal on a Receivable (including insurance proceeds and Liquidation Proceeds
applied to principal on a Receivable) which is received in advance of its due
date.

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

<PAGE>
                                                                             17


                  "Qualified Institution" means a depository institution
organized under the laws of the United States of America or any State thereof or
incorporated under the laws of a foreign jurisdiction with a branch or agency
located in the United States of America or any State thereof and subject to
supervision and examination by federal or state banking authorities which at all
times has the Required Deposit Rating and, in the case of any such institution
organized under the laws of the United States of America, whose deposits are
insured by the FDIC.

                  "Qualified Trust Institution" means an institution organized
under the laws of the United States of America or any State thereof or
incorporated under the laws of a foreign jurisdiction with a branch or agency
located in the United States of America or any State thereof and subject to
supervision and examination by federal or state banking authorities which at all
times (i) is authorized under such laws to act as a trustee or in any other
fiduciary capacity, (ii) has not less than one billion dollars in assets under
fiduciary management, and (iii) has a long term deposits rating of not less than
"BBB-" by Standard & Poor's, Baa3 by Moody's and "BBB-" by Fitch (if rated by
Fitch).

                  "Rating Agency" means any of Standard & Poor's, Moody's or
Fitch.

                  "Rating Agency Condition" means, with respect to any action or
event, that each Rating Agency shall have notified the Seller, the Servicer, 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 or Certificate with respect to which it is the Rating Agency.

                  "Receivable" means a retail installment sale contract or
purchase money promissory note or other promissory note and security agreement
executed by an Obligor in respect of a Financed Vehicle, and all proceeds
thereof and payments thereunder (other than interest accrued and unpaid as of
the close of business on the Cutoff Date), which Receivable shall be identified
in the Schedule of Receivables.

                  "Receivable Files" means the documents specified in
Section 3.3.

                  "Receivables Pool" means the pool of Receivables included in
the Trust Estate and all monies received thereunder after the Cutoff Date.

                  "Record Date" means, with respect to any Payment Date, the
Business Day prior to such Payment Date unless Definitive Notes or Definitive
Certificates are issued, in which case, Record Date, with respect to such
Definitive Notes or Definitive Certificates, as applicable, shall mean the last
day of the immediately preceding calendar month.

                  "Relevant UCC" means the Uniform Commercial Code as in effect
in the applicable jurisdiction.

                  "Repurchase Amount" of a Repurchased Receivable or any
Receivable purchased by the Servicer pursuant to Section 9.1, means the sum, as
of the last day of the Collection Period on which such Receivable becomes such,
of the Principal Balance thereof plus the Accrued Interest thereon.

<PAGE>

                                                                             18

                  "Repurchased Receivable" means a Receivable repurchased by the
Seller pursuant to Section 3.2 or purchased by the Servicer pursuant to Section
4.6.

                  "Required Deposit Rating" shall be a short-term certificate of
deposit rating from Moody's of P-1, from Fitch of "F1+" (if rated by Fitch) and
from Standard & Poor's of "A-1+," and a long-term unsecured debt rating of not
less than Aa3 by Moody's, "AA" by Fitch (if rated by Fitch) and "AA-" by
Standard & Poor's.

                  "Reserve Account" means securities account no. 10446500
entitled "Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee, Securities Account of Chase Auto Owner Trust Series 2000-A" maintained
by the Reserve Account Securities Intermediary pursuant to the Reserve Account
Control Agreement or any successor securities account maintained pursuant to the
Reserve Account Control Agreement.

                  "Reserve Account Control Agreement" means the agreement among
the Issuer, Wells Fargo, as securities intermediary, and the Indenture Trustee,
dated as of December 1, 2000, relating to the Reserve Account, substantially in
the form attached as Exhibit D, as the same may be amended and supplemented from
time to time.

                  "Reserve Account Initial Deposit" means an amount equal to
$12,804,665.38.

                  "Reserve Account Securities Intermediary" means Wells Fargo or
any other securities intermediary that maintains the Reserve Account pursuant to
the Reserve Account Control Agreement.

                  "Reserve Account Transfer Amount" means, for any Payment Date,
an amount equal to the lesser of (a) the amount of cash or other immediately
available funds on deposit in the Reserve Account on such Payment Date
(excluding amounts to be paid to the Seller pursuant to clause (i) of Section
5.6(d), but before giving effect to any other withdrawals therefrom relating to
such Payment Date) and (b) the amount, if any, by which the sum of the amounts
set forth in clauses (i) through (vi) of Section 5.5(c), inclusive, exceeds the
Total Distribution Amount for such Payment Date.

                  "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.

                  "Sale Proceeds" has the meaning specified in Section 9.1(b).

                  "Saturn Subvented Receivables" means a Receivable originated
under a program with Saturn Corporation under which Saturn Corporation makes an
upfront payment to Chase USA in exchange for Chase USA's allowing the Contract
Rate on the Receivable to be less than the market rate of interest.



<PAGE>


                                                                             19




                  "Schedule of Receivables" means the list of Receivables
attached hereto as Schedule A.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Control Agreements" means, collectively, the
Collection Account Control Agreement and the Reserve Account Control Agreement.

                  "Securities Intermediaries" means, collectively, Chase, acting
as securities intermediary under the Collection Account Control Agreement or any
successor thereto thereunder and Wells Fargo, acting as securities intermediary
under the Reserve Account Control Agreement or any successor thereto thereunder.

                  "Seller" means Chase Manhattan Bank USA, National Association,
a national banking association with its principal executive offices in
Wilmington, Delaware, in its capacity as the seller of the Receivables under
this Agreement, and each successor to Chase Manhattan Bank USA, National
Association (in the same capacity) pursuant to Section 6.3.

                  "Servicer" means Chase Manhattan Bank USA, National
Association, a national banking association with its principal offices in
Wilmington, Delaware, in its capacity as the servicer of the Receivables under
this Agreement, and each successor to Chase Manhattan Bank USA, National
Association (in the same capacity) pursuant to Section 7.3, and each successor
servicer pursuant to Section 8.2.

                  "Servicer's Certificate" means a certificate, substantially in
the form of Exhibit A attached hereto, completed and executed by the Servicer by
its chairman of the board, the president, treasurer, controller or any
executive, senior vice president or vice president pursuant to Section 4.8.

                  "Servicing Fee" with regard to a Collection Period means the
fee payable to the Servicer for services rendered during such Collection Period,
determined pursuant to Section 4.7.

                  "Servicing Fee Rate" means 1.00% per annum.

                  "Settlement Date" means, with respect to any Collection
Period, the last day of the Collection Period immediately preceding such
Collection Period, and with respect to any Payment Date, the last day of the
second Collection Period preceding the Collection Period in which such Payment
Date occurs.

                  "Simple Interest Method" means the method of allocating a
fixed level payment to principal and interest, pursuant to which the portion of
such payment that is allocated to interest is equal to the product of the fixed
rate of interest multiplied by the unpaid Principal Balance multiplied by the
period of time elapsed since the preceding payment of interest was made, and the
remainder of such payment is allocable to principal.

                  "Simple Interest Receivable" means any Receivable providing
for the allocation of payments made thereunder to principal and interest in
accordance with the Simple Interest Method.




<PAGE>

                                                                            20

                  "Specified Reserve Account Balance" with respect to any
Payment Date, means 2.25% of the Pool Balance as of the related Settlement Date,
but in any event will not be less than the lesser of (i) $9,603,499.04 and (ii)
such Pool Balance; provided that the Specified Reserve Account Balance will be
calculated using a percentage of 4.50% for any Payment Date (beginning with the
March 2001 Payment Date) for which the Average Net Loss Ratio exceeds 1.75% or
the Average Delinquency Percentage exceeds 1.75%. Upon written notification to
the Indenture Trustee by the Seller, the Specified Reserve Account Balance may
be reduced to a lesser amount as determined by the Seller so long as such
reduction satisfies the Rating Agency Condition.

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

                  "Total Distribution Amount" means, for any Payment Date, the
sum of Available Interest and Available Principal for such Payment Date. The
Total Distribution Amount on any Payment Date shall exclude all payments and
proceeds (including any Liquidation Proceeds and any amounts received from
Dealers with respect to Receivables) of any Receivables the Repurchase Amount of
which has been included in the Total Distribution Amount for a prior Payment
Date.

                  "Treasury Regulations" means, the treasury regulations
promulgated under Code.

                  "Trust Accounts" means, collectively, the Collection Account,
the Note Distribution Account and the Reserve Account.

                  "Trust Agreement" means the Amended and Restated Trust
Agreement dated as of December 1, 2000, between the Seller and the Owner
Trustee, as the same may be amended and supplemented from time to time.

                  "Trust Estate" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of the Indenture for the benefit of the Noteholders (including all
property and interests Granted to the Indenture Trustee), including all proceeds
thereof and the Reserve Account.

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

                  "Wells Fargo" means Wells Fargo Bank Minnesota, National
Association.

                  SECTION 1.2 Usage of Terms. With respect to all terms in
this Agreement, 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 Agreement; 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,


<PAGE>

                                                                            21


Sections, Subsections and Exhibits contained in or attached to this Agreement
unless otherwise specified, and each such Exhibit is part of the terms of this
Agreement.

                  SECTION 1.3 Simple Interest Method; Methods of Allocating
Payments or Receivables; Allocations. All allocations of payments to principal
and interest and determinations of periodic charges and the like on the
Receivables shall be based on a year with the actual number of days in such year
and twelve months with the actual number of days in each such month. Each
payment on a Receivable shall be applied first, to the payment of accrued and
unpaid interest on such Receivable, second, to reduce the scheduled principal
amount outstanding on the Receivable to the extent of the remaining scheduled
payment, third, to any outstanding fees and Late Fees under the terms of the
Receivable and fourth, to reduce the principal amount outstanding on the
Receivable. Amounts paid by the Seller or the Servicer in respect of Repurchased
Receivables shall be allocated as if the Obligor thereof had prepaid such
Receivable in full on the date as of which such Receivable was repurchased by
the Seller pursuant to Section 3.2 or purchased by the Servicer pursuant to
Section 4.6 or 9.1.

                                   ARTICLE II

                            CONVEYANCE OF RECEIVABLES

                  SECTION 2.1 Conveyance of Receivables. In consideration of the
Issuer's delivery of the Notes and the Certificates to and upon the order of the
Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to
the Issuer, without recourse (subject to the Seller's obligations herein):

                  (i) all right, title, and interest of the Seller in, to and
          under the Receivables listed in the Schedule of Receivables, which is
          incorporated by reference herein, all proceeds thereof and all amounts
          and monies received thereon on or after the Cutoff Date (including
          proceeds of the repurchase of Receivables by the Seller pursuant to
          Section 3.2 or the purchase of Receivables by the Servicer pursuant to
          Section 4.6 or 9.1), together with the interest of the Seller in the
          security interests in the Financed Vehicles granted by the Obligors
          pursuant to the Receivables and in any repossessed Financed Vehicles;

                  (ii) all right, title and interest of the Seller in any
          Liquidation Proceeds and in any proceeds of any extended warranties,
          theft and physical damage, guaranteed auto protection, credit life or
          credit disability policies relating to the Financed Vehicles or the
          Obligors;

                  (iii) all right, title and interest of the Seller in any
          proceeds from Dealer repurchase obligations relating to the
          Receivables; and

                  (iv) all proceeds (as defined in the Relevant UCC) of the
          foregoing.


<PAGE>


                  In connection with such sale, the Seller agrees to record and
file, at its own expense, financing statements (and continuation statements with
respect to such financing statements when applicable) with respect to the
Receivables for the sale of accounts and chattel paper meeting the requirements
of applicable state law in such manner and in such jurisdictions as are
necessary to perfect the sale and assignment of the Receivables to the Issuer.

                  It is the intention of the Seller and the Issuer that (a) the
assignment and transfer herein contemplated constitute a sale of the
Receivables, conveying good title thereto free and clear of any liens and
encumbrances, from the Seller to the Issuer and (b) the Receivables not be part
of the Seller's estate in the event of an insolvency. In the event that such
conveyance is deemed to be a pledge to secure a loan, the Seller hereby grants
to the Issuer a first priority perfected security interest in all of the
Seller's right, title and interest in, to and under the items of property listed
in clauses (i) through (iii) above, and in all proceeds (as defined in the
Relevant UCC) of the foregoing, to secure the loan deemed to be made in
connection with such pledge and, in such event, this Agreement shall constitute
a security agreement under applicable law.

                  SECTION 2.2 Closing. The conveyance of the Receivables shall
take place at the offices of Simpson Thacher & Bartlett, New York, New York on
the Closing Date, simultaneously with the closing of the transactions
contemplated by the underwriting agreements related to the Notes and the
Certificates and the other Basic Documents. Upon the acceptance by the Seller of
the Notes and the Certificates, the ownership of each Receivable and the
contents of the related Receivable File will be vested in the Issuer, subject
only to the lien of the Indenture.

                                  ARTICLE III

                                 THE RECEIVABLES

                  SECTION 3.1 Representations and Warranties of Seller;
Conditions Relating to Receivables.

                  (a) Seller makes the following representations and warranties
as to the Receivables on which the Issuer shall rely in acquiring the
Receivables. Such representations and warranties shall speak as of the Cutoff
Date unless otherwise specified, but shall survive the sale, transfer, and
assignment of the Receivables to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.

                  (i) Schedule of Receivables. The Schedule of Receivables
          identifies the Receivables by account number, name of Obligor and
          remaining principal balance of the Receivables as of the Cutoff Date
          and the information set forth in the Schedule of Receivables with
          respect to each Receivable is true and correct in all material
          respects, and no selection procedures materially adverse to the
          Holders has been utilized in selecting the Receivables from all
          receivables owned by the Seller which meet the selection criteria
          specified herein.

                  (ii) No Sale or Transfer. No Receivable has been sold,
          transferred, assigned or pledged by the Seller to any Person other
          than the Issuer.

<PAGE>
                                                                             23

                  (iii) Good Title. Immediately prior to the transfer and
          assignment of the Receivables to the Issuer herein contemplated, the
          Seller has good and marketable title to each Receivable free and clear
          of all Liens and rights of others; and, immediately upon the transfer
          thereof, the Issuer has either (i) good and marketable title to each
          Receivable, free and clear of all Liens and rights of others, other
          than the Lien of the Indenture Trustee under the Indenture, and the
          transfer has been perfected under applicable law or (ii) a first
          priority perfected security interest in each Receivable and the
          proceeds thereof.

                  (b) Each Receivable satisfies the following conditions as of
the Cutoff Date unless otherwise specified and such conditions shall survive the
sale, transfer and assignment of the Receivables to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.

                  (i) Acquisition. Each Receivable is a Dealer Receivable
          acquired directly or indirectly from or made through a Dealer located
          in the United States (including the District of Columbia);

                  (ii) Security. Each Receivable is secured by a new or used
          automobile or light-duty truck;

                  (iii) Maturity of Receivables. Each Receivable had a remaining
          maturity of not less than nine months and not greater than seventy-one
          months, and (A) in the case of each Receivable secured by new Financed
          Vehicles, had an original maturity of at least twelve months and not
          more than seventy-three months, or (B) in the case of each Receivable
          secured by used Financed Vehicles, had an original maturity of at
          least twelve months and not more than sixty-seven months.

                  (iv) Contract Rate. Each Receivable is a fully-amortizing
          fixed rate simple interest contract or note that provides for level
          scheduled monthly payments over its remaining term, has a Contract
          Rate of at least 1.90% and not more than 18.00% and, if it has a
          Contract Rate of less than or equal to 6.90%, it is a Saturn Subvented
          Receivable;

                  (v) No Repossessions. Each Receivable is secured by a Financed
          Vehicle that had not been repossessed without reinstatement of such
          Receivable;

                  (vi) Obligor Not Subject to Bankruptcy Proceedings. Each
          Receivable has been entered into by an Obligor who had not been
          identified on the computer files of the Seller as in bankruptcy
          proceedings as of the Cutoff Date;

                  (vii) No Overdue Payments. Each Receivable had no payment that
          was more than 30 days past due;

                  (viii) Remaining Principal Balance. Each Receivable had a
          remaining Principal Balance of at least $2,000 and not greater than
          $100,000;

                  (ix) No Force Placed Insurance. As of the Cutoff Date, each
          Receivable was secured by a Financed Vehicle that was not insured by a
          force placed insurance policy or any vendor's single interest and
          non-filing insurance policy;



<PAGE>

                                                                           24

                  (x) Receivable Files. The Receivable Files shall be kept at
          one or more of the locations specified in Schedule B hereto;

                  (xi) Characteristics of Receivables. Each Receivable (a) has
          been originated in the form of a credit sales transaction by a Dealer
          or a purchase money loan or other note through a Dealer located in one
          of the States of the United States (including the District of
          Columbia) for the retail financing of a Financed Vehicle and has been
          fully and properly executed by the parties thereto, (b) if a retail
          installment sales contract, has been purchased by the Seller from the
          originating Dealer or an Affiliate of the Seller and has been validly
          assigned by such Dealer or an Affiliate of the Seller to the Seller in
          accordance with its terms; (c) contains customary and enforceable
          provisions such that the rights and remedies of the holder thereof are
          adequate for realization against the collateral of the benefits of the
          security; and (d) provides for fully amortizing level scheduled
          monthly payments (provided that the payment in the last month
          in the life of the Receivable may be different from the level
          scheduled payment) and for accrual of interest at a fixed rate
          according to the Simple Interest Method;

                  (xii) Compliance with Laws. Each Receivable and each sale of
          the related Financed Vehicle complied at the time it was originated or
          made, and complied on and after the Cutoff Date, in all material
          respects with all requirements of applicable federal, state, and local
          laws, and regulations thereunder, including usury laws, the Federal
          Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
          Credit Reporting Act, the Federal Trade Commission Act, the
          Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z,
          state adaptations of the National Consumer Act and of the Uniform
          Consumer Credit Code, and any other consumer credit, equal
          opportunity, and disclosure laws applicable to such Receivable and
          sale thereof;

                  (xiii) Binding Obligation. Each Receivable constitutes the
          legal, valid, and binding payment obligation in writing of the
          Obligor, enforceable by the holder thereof in all material respects in
          accordance with its terms, subject, as to enforcement, to applicable
          bankruptcy, insolvency, reorganization, liquidation and other similar
          laws and equitable principles relating to or affecting the enforcement
          of creditors' rights;

                  (xiv) No Government Obligor. Each Receivable is not due from
          the United States of America or any State or from any agency,
          department, instrumentality or political subdivision of the United
          States of America or any State or local municipality, and each
          Receivable is not due from a business except to the extent that such
          Receivable has a personal guaranty;

                  (xv) Security Interest in Financed Vehicle. Immediately prior
          to the sale and assignment thereof to the Issuer as herein
          contemplated, each Receivable was secured by a validly perfected first
          priority security interest in the related Financed Vehicle in favor of
          or for the benefit of the Seller as secured party (subject to
          administrative delays and clerical errors on the part of the
          applicable governmental agency and to any statutory or other lien
          arising by operation of law after the Closing Date which is prior to
          such security interest), the Seller's security interest (or beneficial
          interest therein) is assignable, and has been so assigned by the
          Seller to the Issuer (subject to administrative





<PAGE>

                                                                            25






          delays and clerical errors on the part of the applicable
          governmental agency and to any statutory or other lien arising by
          operation of law after the Closing Date which is prior to such
          security interest);

                  (xvi) Receivables in Force. No Receivable has been satisfied,
          subordinated, or rescinded, nor has any Financed Vehicle been released
          from the Lien granted by the related Receivable, in whole or in part;

                  (xvii) No Waiver. No provision of a Receivable has been waived
          in such a manner that such Receivable fails either to meet all of the
          representations and warranties made by the Seller herein with respect
          thereto or to meet all of the conditions with respect thereto pursuant
          to this Section 3.1(b);

                  (xviii) No Amendments. No Receivable has been amended except
          pursuant to either instruments included in the Receivable Files or
          instruments to be included in the Receivable Files pursuant to Section
          4.2 (or otherwise maintained by the Seller in the ordinary course of
          its business), and no such amendment has caused such Receivable either
          to fail to meet all of the representations and warranties made by the
          Seller herein with respect thereto or to fail to meet all of the
          conditions with respect thereto pursuant to this Section 3.1(b);

                  (xix) No Defenses. The Seller had no knowledge either of any
          facts which would give rise to any right of rescission, setoff,
          counterclaim, or defense, or of the same being asserted or threatened,
          with respect to any Receivable;

                  (xx) No Liens. The Seller had no knowledge of any Liens or
          claims that have been filed, including liens for work, labor,
          materials or unpaid taxes relating to a Financed Vehicle, that would
          be liens prior to, or equal or coordinate with, the lien granted by
          the Receivable;

                  (xxi) No Default. Except for payment defaults continuing for a
          period of not more than 30 days as of the close of business on the
          Cutoff Date, the Seller has no knowledge that a default, breach,
          violation, or event permitting acceleration under the terms of any
          Receivable exists; the Seller has no knowledge that a continuing
          condition that with notice or lapse of time would constitute a
          default, breach, violation, or event permitting acceleration under the
          terms of any Receivable exists; and the Seller has not waived any of
          the foregoing;

                  (xxii) Insurance. Each Receivable requires that the Obligor
          thereunder maintain comprehensive, liability, theft and physical
          damage insurance covering the related Financed Vehicle;

<PAGE>

                                                                             26

                  (xxiii) Lawful Assignment. No Receivable has been originated
          in, or is subject to the laws of, any jurisdiction under which the
          sale, transfer, and assignment of such Receivable under this Agreement
          or pursuant to transfers of the Certificates or the Notes is unlawful,
          void or voidable;

                  (xxiv) All Filings Made. No filings (other than filings under
          the Relevant UCC which have been made) or other actions are necessary
          in any jurisdiction to give the Issuer a first perfected security
          interest in the Receivables;

                  (xxv) One Original. There is no more than one original
          executed copy of each Receivable which, immediately prior to the
          delivery thereof to the Servicer (as custodian for the Issuer), was in
          the possession of the Seller;

                  (xxvi) Excluded Loans. Each Receivable (A) is not a Receivable
          originated by or through a Dealer located in the State of Alabama and
          (B) has not been the subject of a previous securitization; and

                  (xxvii) No Debt Cancellation Policy. No Receivable is subject
          to a Debt Cancellation Policy.

                  SECTION 3.2 Repurchase Upon Breach or Failure of a Condition.
The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the
case may be, shall inform the other parties in writing, upon the discovery by
the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or
the Owner Trustee, as the case may be, of either any breach of the Seller's
representations and warranties set forth in Section 3.1(a) or the failure of any
Receivable to satisfy any of the conditions set forth in Section 3.1(b) which
materially and adversely affects the Holders' interest in any Receivable. Unless
the breach or failed condition shall have been cured by the last day of the
Collection Period following the Collection Period in which such discovery
occurred (or, at the Seller's option, the last day of the Collection Period in
which such discovery occurred), the Seller shall repurchase any Receivable the
Holders' interest in which was materially and adversely affected by the breach
or failed condition, as of such last day. In consideration of the repurchase of
a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as
of such last day (less any Liquidation Proceeds deposited, or to be deposited,
by the Servicer in the Collection Account with respect to such Receivable
pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy
of the Issuer, the Indenture Trustee or the Holders with respect either to a
breach of the Seller's representations and warranties set forth in Section
3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b)
shall be to require the Seller to repurchase Receivables pursuant to this
Section 3.2. The obligation of the Seller to repurchase under this Section 3.2
shall not be dependent upon the actual knowledge of the Seller of any breached
representation or warranty and shall exist without regard to any limitation set
forth in any representation or warranty concerning the knowledge of the Seller
as to the facts stated therein. The Owner Trustee shall have no duty to conduct
any affirmative investigation as to the occurrence of any condition requiring
the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility
of any Receivable for purposes of this Agreement.

              SECTION 3.3 Custody of Receivable Files. To assure uniform quality
in servicing the Receivables and to reduce administrative costs, the Issuer,
upon the execution and



<PAGE>

                                                                            27


delivery of this Agreement, agrees to have the Servicer act as custodian of
the following documents or instruments (the "Receivable Files") which are
hereby constructively delivered to the Issuer with respect to each
Receivable:

                  (i) The original executed Receivable; and

                  (ii) Any and all other documents or records that the Seller or
          the Servicer, as the case may be, shall keep on file, in accordance
          with its customary procedures, relating to a Receivable, an Obligor or
          a Financed Vehicle.

                  The Servicer hereby agrees to act as custodian and as agent
for the Issuer hereunder. The Servicer acknowledges that it holds the documents
and instruments relating to the Receivables for the benefit of the Issuer. The
Issuer shall have no responsibility to monitor the Servicer's performance as
custodian and shall have no liability in connection with the Servicer's
performance of such duties hereunder.

                  SECTION 3.4  Duties of Servicer as Custodian.

                  (a) Safekeeping. The Servicer, in its capacity as custodian,
shall hold the Receivable Files on behalf of the Issuer, and maintain such
accurate and complete accounts, records (either original execution documents or
copies of such originally executed documents shall be sufficient) and computer
systems pertaining to the Receivables as shall enable the Issuer to comply with
its obligations pursuant to this Agreement. In performing its duties as
custodian, the Servicer shall act with reasonable care, using that degree of
skill and attention that the Servicer exercises with respect to the receivable
files of comparable new or used automobile receivables that the Servicer
services for itself. The Servicer shall conduct, or cause to be conducted,
periodic audits of the files of all receivables owned or serviced by the
Servicer which shall include the Receivable Files held by it under this
Agreement and the related accounts, records and computer systems, in such a
manner as shall enable the Owner Trustee or the Indenture Trustee to identify
all Receivable Files and such related accounts, records and computer systems and
to verify, if the Owner Trustee or the Indenture Trustee so elects, the accuracy
of the Servicer's recordkeeping. The Servicer shall promptly report to the Owner
Trustee or the Indenture Trustee any failure on its part to hold the Receivable
Files and maintain its accounts, records, and computer systems as herein
provided, and promptly take appropriate action to remedy any such failure.

                  (b) Maintenance of and Access to Records. The Servicer shall
maintain each Receivable File at one of the locations specified in Schedule B to
this Agreement, or at such other location as shall be specified to the Owner
Trustee and the Indenture Trustee by 30 days' prior written notice. The Servicer
shall make available to the Owner Trustee, the Indenture Trustee or their
respective duly authorized representatives, attorneys or auditors, the
Receivable Files and the related accounts, records and computer systems
maintained by the Servicer at such times during normal operating hours as the
Owner Trustee or Indenture Trustee shall reasonably instruct which does not
unreasonably interfere with the Servicer's normal operations or customer or
employee relations.


<PAGE>

                                                                           28

                  (c) Release of Documents. Upon instruction from the Indenture
Trustee (or, if the Notes have been paid in full, from the Owner Trustee), the
Servicer shall release any document in the Receivable Files to the Indenture
Trustee or Owner Trustee, or their respective agents or designee, as the case
may be, at such place or places as such Person may reasonably designate as soon
as reasonably practicable to the extent it does not unreasonably interfere with
the Servicer's normal operations or customer or employee relations. The Servicer
shall not be responsible for any loss occasioned by the failure of the Owner
Trustee or Indenture Trustee, or their respective agents or designees, to return
any document or any delay in doing so.

                  (d) Title to Receivables. The Servicer agrees that, in respect
of any Receivable held by it as custodian hereunder, (i) the Servicer will not
at any time have or in any way attempt to assert any interest in such Receivable
or the related Receivable File, other than solely for the purpose of collecting
or enforcing the Receivable for the benefit of the Issuer and (ii) the related
Receivable File shall at all times be property of the Issuer.

                  SECTION 3.5 Instructions; Authority to Act. The Servicer shall
be deemed to have received proper instructions with respect to the Receivable
Files upon its receipt of written instructions signed by an Authorized Officer
of the Indenture Trustee (or, if the Notes have been paid in full, of the Owner
Trustee). A certified copy of a by-law or of a resolution of the Board of
Directors of the Owner Trustee or the Indenture Trustee, as the case may be,
shall constitute conclusive evidence of the authority of any such Authorized
Officer to act and shall be considered in full force and effect until receipt by
the Servicer of written notice to the contrary given by the Owner Trustee or the
Indenture Trustee, as the case may be.

                  SECTION 3.6 Custodian's Indemnification. The Servicer, as
custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture
Trustee for any and all liabilities, obligations, losses, damages, payments,
costs, or expenses of any kind whatsoever that may be imposed on, incurred or
asserted against the Issuer, the Owner Trustee or the Indenture Trustee as the
result of any act or omission in any way relating to the maintenance and custody
by the Servicer, as custodian, of the Receivable Files; provided, however, that
the Servicer shall not be liable for any portion of any such amount resulting
from the wilful misfeasance, bad faith, or negligence of the Issuer, the Owner
Trustee or the Indenture Trustee.

                  SECTION 3.7 Effective Period and Termination. The Servicer's
appointment as custodian shall become effective as of the Cutoff Date and shall
continue in full force and effect until terminated pursuant to this Section 3.7
or until this Agreement shall be terminated. If the Servicer shall resign as
Servicer under Section 7.5 or if all of the rights and obligations of the
Servicer shall have been terminated under Section 8.1, the appointment of the
Servicer as custodian may be terminated by the Indenture Trustee or by the
Holders of Notes evidencing not less than a majority of the aggregate
Outstanding Amount of the Notes (or, if there are no Notes outstanding, the
Holders of Certificates representing not less than a majority of the Certificate
Balance), in the same manner as the Indenture Trustee or such Holders may
terminate the rights and obligations of the Servicer under Section 8.1. As soon
as practicable after any termination of such appointment, the Servicer shall, at
its expense, deliver the Receivable Files to the Issuer or the Issuer's agent at
such place or places as the Issuer may reasonably designate. Notwithstanding the
termination of the Servicer as custodian, the Owner Trustee agrees that upon any
such termination, the Issuer shall provide, or cause its agent to provide,
access to the





<PAGE>


                                                                            29




Receivable Files to the Servicer for the purpose of carrying out its duties
and responsibilities with respect to the servicing of the Receivables
hereunder.

                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

                  SECTION 4.1 Duties of Servicer. The Servicer is hereby
authorized to act as agent for the Issuer and in such capacity shall manage,
service, administer and make collections on the Receivables (other than
Repurchased Receivables) with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to comparable new or used
automobile receivables that it services for itself. The Servicer's duties shall
include collection and posting of all payments, responding to inquiries by
Obligors or by federal, state, or local governmental authorities with respect to
the Receivables, investigating delinquencies, reporting tax information to
Obligors in accordance with its customary practices, advancing costs of
disposition of defaults, monitoring Receivables in cases of Obligor defaults,
accounting for collections, furnishing monthly and annual statements to the
Indenture Trustee with respect to distributions. The Servicer shall follow its
customary standards, policies, and procedures in performing its duties as
Servicer hereunder; provided that the Servicer shall be permitted to take or to
refrain from taking any action not specified in this Agreement with respect to
servicing the Receivables if such action or inaction would not contravene any
material term of this Agreement or materially and adversely affect the interests
of Holders. Without limiting the generality of the foregoing, the Servicer shall
be authorized and empowered by the Issuer to execute and deliver, on behalf of
itself, the Owner Trustee, the Indenture Trustee and the Holders, or any of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, and all other comparable instruments, without
recourse to the Issuer, with respect to the Receivables or with respect to the
Financed Vehicles. If the Servicer shall commence a legal proceeding to enforce
a Receivable or a Defaulted Receivable, the Issuer shall thereupon be deemed to
have automatically assigned such Receivable and the related property conveyed to
the Issuer with respect to such Receivable to the Servicer, solely for the
purpose of collection. The Owner Trustee shall furnish the Servicer with such
documents as have been prepared by the Servicer for execution by the Owner
Trustee and as are necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties hereunder.

                  SECTION 4.2 Collection of Receivable Payments; Refinancing.
(a) The Servicer shall make reasonable efforts to collect all payments called
for under the terms and provisions of the Receivables and of this Agreement as
and when the same shall become due, and shall follow such collection procedures
as it follows with respect to comparable new or used automobile receivables that
it services for itself and that are consistent with prudent industry standards.
In connection therewith, the Servicer may grant extensions, rebates or
adjustments on a Receivable without the consent of the Issuer; provided,
however, that if the Servicer extends the date for final payment by the Obligor
of any Receivable beyond the Final Scheduled Maturity Date, it shall promptly
repurchase such Receivable pursuant to Section 4.6. The Servicer is authorized
in its discretion to waive any Late Fees that may be due in the ordinary course
of collecting a Receivable; provided, further, that the Servicer shall not agree
to any change in the underlying Contract Rate on any Receivable, to any change
in the Principal Balance thereof (except with respect to a prepayment of a
scheduled payment that does not result








<PAGE>

                                                                            30





in a deferral of any other scheduled payment), to any reduction of the total
number of payments due thereunder or, subject to the foregoing, to any reduction
of the amount of any scheduled payment on a Receivable. In the event that at the
end of the scheduled term of any Receivable, the outstanding principal amount
thereof is such that the final payment to be made by the related Obligor is
larger than the regularly scheduled payment of principal and interest made by
such Obligor, the Servicer may permit such Obligor to pay such remaining
principal amount in more than one payment of principal and interest; provided,
however, that the last such payment shall be due on or prior to the Final
Scheduled Maturity Date.

                  (b) Notwithstanding anything in this Agreement to the
contrary, the Servicer may refinance any Receivable by accepting a new
promissory note from the related Obligor and applying the proceeds of such
refinancing to pay all obligations in full of such Obligor under such
Receivable. The receivable created by the refinancing shall not be property of
the Issuer.

                  SECTION 4.3 Realization Upon Receivables. The Servicer shall
use reasonable efforts, consistent with its customary servicing procedures, to
repossess or otherwise take possession of the Financed Vehicle securing any
Receivable which the Servicer shall have determined to be a Defaulted Receivable
or otherwise. The Servicer shall follow such customary and usual practices and
procedures as it shall deem necessary or advisable in its servicing of new or
used automobile receivables, which may include reasonable efforts to realize
upon any recourse to Dealers, consigning the Financed Vehicle to a Dealer for
resale and selling the Financed Vehicle at public or private sale. The Servicer
shall be entitled to recover from proceeds all reasonable expenses incurred by
it in the course of converting the Financed Vehicle into cash proceeds. The
Liquidation Proceeds with respect to a Receivable shall be deposited by the
Servicer in the Collection Account in the manner specified in Section 5.2 and
shall be applied to reduce (or to satisfy, as the case may be) the Repurchase
Amount of the Receivable, if such Receivable is to be repurchased by the Seller
pursuant to Section 3.2, or is to be purchased by the Servicer pursuant to
Section 4.6. The foregoing shall be subject to the provision that, in any case
in which a Financed Vehicle shall have suffered damage, the Servicer shall not
expend funds in connection with the repair or the repossession of such Financed
Vehicle unless it shall determine in its sole discretion that such repair and/or
repossession will increase the Liquidation Proceeds of the related Receivable by
an amount equal to or greater than the amount of such expenses.

                  SECTION 4.4 Maintenance of Security Interests in Financed
Vehicles. The Servicer, in accordance with its customary servicing procedures,
shall take such steps as are necessary to maintain perfection of the first
priority security interest of the Seller created in any Financed Vehicle which
secures a Receivable. The Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee hereby authorize the Servicer, and the Servicer hereby agrees,
to take such steps as are necessary to re-perfect such security interest in the
event of the relocation of a Financed Vehicle or for any other reason, in either
case, when the Servicer has knowledge of the need for such re-perfection. In the
event that the assignment of a Receivable to the Issuer and by the Issuer to the
Indenture Trustee pursuant to the Indenture is insufficient without a notation
on the related Financed Vehicle's certificate of title, or without fulfilling
any additional administrative requirements under the laws of the State in which
the Financed Vehicle is located, to grant to the Indenture Trustee a perfected
security interest in the related Financed Vehicle, the Seller and Servicer
hereby agree that the Seller's listing as the secured party on the certificate
of title is deemed to be in its capacity as agent of the Indenture Trustee and
the Servicer further





<PAGE>

                                                                            31


agrees to hold such certificate of title as the Indenture Trustee's agent
and custodian; provided, however, that the Servicer shall not, nor shall
the Owner Trustee, the Indenture Trustee or Holders have the right to
require that the Servicer, make any such notation on the related Financed
Vehicles' certificate of title or fulfill any such additional administrative
requirement of the laws of the State in which a Financed Vehicle is located.

                  SECTION 4.5 Covenants of Servicer. The Servicer hereby makes
the following covenants on which the Issuer will rely in accepting the
Receivables:

                  (i) Security Interest to Remain in Force. The Financed Vehicle
          securing each Receivable shall not be released from the security
          interest granted by the Receivable in whole or in part except if such
          Financed Vehicle is substituted in whole by the manufacturer, dealer
          or seller as a result of mechanical defects or a total loss of the
          Financed Vehicle because of accident or theft or as otherwise
          contemplated herein;

                  (ii) No Impairment. The Servicer shall not impair the rights
          of the Issuer, the Indenture Trustee or any Holder in the Receivables;
          and

                  (iii) Extensions; Defaulted Receivables. The Servicer shall
          not increase the number of payments under a Receivable, nor increase
          the Amount Financed under a Receivable, nor extend or forgive payments
          on a Receivable or otherwise amend the terms of any Receivable, except
          as provided in Section 4.2.

                  SECTION 4.6 Purchase of Receivables Upon Breach. The Seller,
the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be,
shall inform the other parties promptly, in writing, upon the discovery by the
Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the
Owner Trustee, as the case may be, of any breach by the Servicer of its
covenants under Section 4.5 which materially and adversely affects the interest
of the Holders in any Receivable (for this purpose, any breach of the covenant
set forth in Section 4.5(iii) shall be deemed to materially and adversely affect
the interest of the Holders in a Receivable). Except as otherwise specified in
Section 4.2, unless the breach shall have been cured by the last day of the
Collection Period following the Collection Period in which such discovery
occurred (or, at the Servicer's election, the last day of the Collection Period
in which such discovery occurred), the Servicer shall purchase any Receivable
materially and adversely affected by such breach as of such last day. In
consideration of the purchase of such Receivable, the Servicer shall remit the
Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited,
by the Servicer in the Collection Account with respect to such Receivable
pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy
of the Issuer, the Owner Trustee, the Indenture Trustee or the Holders against
the Servicer with respect to a breach pursuant to Section 4.2 or 4.5 shall be to
require the Servicer to purchase Receivables pursuant to this Section 4.6. The
Owner Trustee shall have no duty to conduct any affirmative investigation as to
the occurrence of any condition requiring the repurchase of any Receivable
pursuant to this Section 4.6 or the eligibility of any Receivable for purposes
of this Agreement.

                  SECTION 4.7 Servicing Fee. The Servicing Fee for a Collection
Period shall be payable on the related Payment Date pursuant to Section 5.5 and
shall equal the sum of (i) the product of one-twelfth of the Servicing Fee Rate
and the Pool Balance as of the related






<PAGE>

                                                                            32




Settlement Date and (ii) Late Fees received from Obligors during such Collection
Period. In addition, as part of the Servicing Fee, the Servicer shall be
entitled to receive on each Payment Date Investment Earnings when and as paid on
amounts on deposit in the Collection Account or earned on collections pending
deposit in the Collection Account. The Servicer shall be required to pay from
its own account all expenses incurred by it in connection with its activities
hereunder (including fees and disbursements of independent accountants and
auditors, taxes imposed on the Servicer, and other costs incurred in connection
with administering and servicing the Receivables) and the fees and disbursements
of the Issuer, the Administrator, the Owner Trustee, the Indenture Trustee, the
Owner Trustee's and the Indenture Trustee's respective counsel, the Securities
Intermediaries, the Paying Agent, the Authenticating Agent, the Note Registrar
and the Certificate Registrar except for United States federal, state and local
income and franchise taxes, if any, imposed on the Issuer or any Holder or any
expenses in connection with realizing upon Receivables under Section 4.3.

                  SECTION 4.8 Servicer's Certificate. On or before each
Determination Date, the Servicer shall deliver to the Indenture Trustee, the
Owner Trustee, the Paying Agent and the Rating Agencies a Servicer's
Certificate, substantially in the form of Exhibit A, for the Collection Period
preceding such Determination Date, containing all information necessary to make
the distributions pursuant to Section 5.5, and all information necessary for the
Paying Agent to send statements to Holders pursuant to Section 5.8. The Servicer
shall deliver to the Rating Agencies any information, to the extent it is
available to the Servicer, that the Rating Agencies reasonably request in order
to monitor the Issuer. The Servicer shall also specify each Receivable which the
Seller or the Servicer is required to repurchase or purchase, as the case may
be, as of the last day of the preceding Collection Period and each Receivable
which the Servicer shall have determined to be a Defaulted Receivable during the
preceding Collection Period. Subsequent to the Closing Date, the form of
Servicer's Certificate may be revised or modified to cure any ambiguities or
inconsistencies between such form and this Agreement; provided, however, that no
material information shall be deleted from the form of Servicer's Certificate.
In the event that the form of Servicer's Certificate is revised or modified in
accordance with the preceding sentence, a form thereof, as so revised or
modified, shall be provided to the Owner Trustee, the Paying Agent, the
Indenture Trustee and each Rating Agency.

                  SECTION 4.9 Annual Statement as to Compliance. (a) The
Servicer shall deliver to a firm of independent certified public accountants, on
or before March 31 of each year commencing March 31, 2002, 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 Servicer,
stating that (a) a review of the activities of the Servicer during the year
ended the preceding December 31 (or the period since the Cutoff Date in the case
of the first such certificate) and of its performance under this Agreement has
been made under such officer's supervision and (b) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled all its obligations
in all material respects under this Agreement throughout such year (or the
period since the Cutoff Date in the case of the first such certificate), or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof.


<PAGE>

                                                                            33


                  (b) The Servicer shall deliver to the Indenture Trustee, the
Owner Trustee and each Rating Agency promptly after having obtained knowledge
thereof, but in no event later than five Business Days thereafter, an Officer's
Certificate specifying any event which with the giving of notice or lapse of
time, or both, would become an Event of Servicing Termination under Section 8.1.
The Seller shall deliver to the Indenture Trustee and the Owner Trustee,
promptly after having obtained knowledge thereof, but in no event later than
five Business Days thereafter, an Officer's Certificate specifying any event
which with the giving of notice or lapse of time, or both, would become an Event
of Servicing Termination under Section 8.1.

                  SECTION 4.10 Annual Audit Report. The Servicer shall cause a
firm of independent public accountants (which may provide other services to the
Servicer or the Seller) to prepare a report (with a copy of the certificate
described in Section 4.9(a) attached) addressed to the Board of Directors of the
Servicer, for the information and use of the Indenture Trustee, the Owner
Trustee and the Rating Agencies on or before March of each year, beginning March
31, 2002, to the effect that, with respect to the twelve months ended the
preceding December 31 (or the period since the Cutoff Date, in the case of the
first such certificate), such firm has either (A) examined a written assertion
by the Servicer about the effectiveness of the Servicer's internal control
structure over the processing and reporting of transactions relating to
securitized automobile loans with respect to the criteria set forth by the
Servicer (the "Assertion") and that, on the basis of such examination, such firm
is of the opinion that the Servicer's Assertion is fairly stated in all material
respects except for (i) such exceptions as such firm believes to be immaterial
and (ii) such other exceptions as shall be set forth in such firm's report, or
(B) such firm has performed the following procedures:

1. For a sample of daily cash receipts during the preceding calendar year:

         a.       Trace total cash receipts to deposits on bank statements.
         b.       Agree cash receipts for securitized loans to computer reports.
         c.       Trace cash receipts for securitized loans to disbursements to
                  the Owner Trustee and the Indenture Trustee.

2. For a sample of monthly cash receipt reports:

         a.       Agree total cash receipts per the cash receipt reports to
                  "Total Payments From Obligors Applied to Collection Period"
                  per monthly Servicer Certificates.
         b.       Agree total principal payments per the cash receipt reports to
                  "Principal Payments" per monthly Servicer Certificates.

3.       For a sample of loans delinquent 30 days or more and for a sample of
         loans in repossession status, selected from the loan delinquency report
         or a new repossession report, as applicable, at a point in time, trace
         loan number to inclusion in the loan collection system.

The determination of which of the two alternative reports to be prepared and
delivered, and the size of each sample to be tested, shall be decided in the
sole discretion of the Servicer. The report of the independent certified public
accountants shall also indicate that such accounting firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.





<PAGE>

                                                                            34

                  SECTION 4.11 Access by Holders to Certain Documentation and
Information Regarding Receivables. The Servicer shall provide to the Holders
access to the Receivable Files in such cases where the Holders shall be required
by applicable statutes or regulations to have access to such documentation.
Access by the Holders shall be afforded without charge, but only upon reasonable
request and during normal business hours which does not unreasonably interfere
with the Servicer's normal operations or customer or employee relations. Nothing
in this Section 4.11 shall affect the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors, and
the failure of the Servicer to provide access to information as a result of such
obligation shall not constitute a breach of this Section 4.11.

                  SECTION 4.12 Reports to Holders and the Rating Agencies. (a)
The Indenture Trustee or the Owner Trustee, as applicable, shall provide to any
Holder who so requests in writing (addressed to the Corporate Trust Office of
such trustee) a copy of any Servicer's Certificate described in Section 4.8, of
the annual statement described in Section 4.9(a), or of the annual report
described in Section 4.10. The Indenture Trustee or the Owner Trustee, as
applicable, may require the Holder to pay a reasonable sum to cover the cost of
the Indenture Trustee's or the Owner Trustee's complying with such request, as
applicable.

                  (b) The Indenture Trustee or the Owner Trustee, as applicable,
shall forward to the Rating Agencies the statement to Holders described in
Section 5.8 and any other reports it may receive pursuant to this Agreement to
(i) Standard & Poor's, Standard & Poor's Ratings Service, 55 Water Street, New
York, New York 10041, (ii) Moody's, ABS Monitoring Dept., 99 Church Street, 4th
Floor, New York, New York 10007 and (iii) to Fitch, One State Street Plaza, 32nd
Floor, New York, New York 10004.

                  SECTION 4.13 Reports to the Securities and Exchange
Commission. The Servicer shall, on behalf of the Issuer, cause to be filed with
the Commission any periodic reports required to be filed under the provisions of
the Exchange Act and the rules and regulations of the Securities and Exchange
Commission thereunder.

                                   ARTICLE V

                            ACCOUNTS; DISTRIBUTIONS;
                        STATEMENTS TO CERTIFICATEHOLDERS

                  SECTION 5.1 Establishment of Collection Account and Note
Distribution Account.(a) On or prior to the Closing Date, the Issuer, the
Collection Account Securities Intermediary and the Indenture Trustee shall have
entered into the Collection Account Control Agreement pursuant to which the
Collection Account shall be established and maintained for the benefit of the
Noteholders and the Certificateholders. If the depositary of the Collection
Account ceases to be either a Qualified Institution or a Qualified Trust
Institution, as applicable, the Issuer shall cause the Collection Account to be
moved to a Qualified Institution or a Qualified Trust Institution and the
Indenture Trustee shall cause the depositary maintaining the new Collection
Account to assume the obligations of the existing Collection Account Securities
Intermediary under the Collection Account Control Agreement unless the Rating
Agency Condition is satisfied in connection with such depositary's ceasing to be
a Qualified Institution or a Qualified






<PAGE>

                                                                            35




Trust Institution, as the case may be. All amounts held in the Collection
Account shall be invested in accordance with the Collection Account Control
Agreement at the written direction of the Servicer to the extent provided in
Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that
mature not later than the Deposit Date next succeeding the date of investment
except, if the Collection Account Securities Intermediary and the Indenture
Trustee are the same Person, investments on which the Indenture Trustee is the
obligor (including repurchase agreements on which the Indenture Trustee, in its
commercial capacity, is liable as principal) may mature on the next succeeding
Payment Date; provided, however, that once such amounts have been invested in
Permitted Investments, such Permitted Investments must be held or maintained
until they mature on or before the dates described above.

                  (b) On or prior to the Closing Date, the Servicer shall
establish and maintain for the benefit of the Noteholders, in the name of the
Indenture Trustee, an Eligible Deposit Account for the deposit of distributions
to the Noteholders (the "Note Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Noteholders. The Note Distribution Account shall be established initially at
Chase. Should any depositary of the Note Distribution Account or the Certificate
Distribution Account (including Chase (or an Affiliate thereof)) cease to be
either a Qualified Institution or a Qualified Trust Institution, as applicable,
then the Servicer shall, with the Seller's assistance as necessary, cause the
related account to be moved to a Qualified Institution or a Qualified Trust
Institution, unless the Rating Agency Condition is satisfied in connection with
such depositary's ceasing to be a Qualified Institution or a Qualified Trust
Institution, as the case may be. Amounts on deposit in the Note Distribution
Account shall not be invested.

                  (c) The Indenture Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Note Distribution
Account and in all proceeds thereof and all such funds, investments, proceeds
and income shall be part of the Owner Trust Estate. Except as otherwise provided
herein, the Note Distribution Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders.

                  SECTION 5.2 Collections. (a) The Servicer shall remit daily
within forty-eight hours of receipt to the Collection Account all Collections
collected during the Collection Period. Chase USA has requested that, so long as
it is acting as the Servicer, the Servicer be permitted to make remittances of
Collections on a less frequent basis than that specified in the immediately
preceding sentence. It is understood that such less frequent remittances may be
made only on the specific terms and conditions set forth below in this Section
5.2 and only for so long as such terms and conditions are fulfilled.
Accordingly, notwithstanding the provisions of the first sentence of this
Section 5.2, the Servicer shall remit such collections to the Collection Account
in Automated Clearinghouse Corporation next-day funds or immediately available
funds no later than 11:00 a.m., New York City time, on the Deposit Date, but
only for so long as (i) the short-term certificate of deposit ratings of the
Servicer are at least P-1 by Moody's, "F1" by Fitch (if rated by Fitch) and
"A-1" by Standard & Poor's, or the Rating Agency Condition is satisfied as a
result of Collections being remitted on a monthly, rather than daily, basis and
(ii) the Servicer shall be Chase USA or Chase. Upon remittance by the Servicer
of Collections to the Collection Account pursuant to the preceding sentence, the
Paying Agent shall provide written notice to the Indenture Trustee and the Owner
Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting
forth the amounts remitted by the Servicer on such date and, if the Paying







<PAGE>


                                                                           36



Agent fails to provide the Indenture Trustee and the Owner Trustee, with such
written notice by 12 noon, New York City time, on such Deposit Date, then the
Indenture Trustee and the Owner Trustee shall assume that no deposits were made
to the Collection Account pursuant to this Section 5.2. For purposes of this
Section 5.2 the phrase "payments made on behalf of the Obligors" shall mean
payments made by Persons other than the Seller or the Servicer.

                  (b) Notwithstanding anything in this Agreement to the
contrary, if the Servicer inadvertently deposits amounts that it mistakenly
believes are Collections resulting in the payment in full of a Receivable, the
Servicer shall be deemed to have purchased such Receivable pursuant to Section
4.6 as of the last day of the Collection Period during which such error shall
have occurred.

                  SECTION 5.3 [Reserved]

                  SECTION 5.4 Additional Deposits. The Servicer, or the Seller,
as the case may be, shall deposit into the Collection Account the aggregate
Repurchase Amount pursuant to Sections 3.2, 4.6 and 9.1(a), as applicable. All
remittances shall be made to the Collection Account, in Automated Clearinghouse
Corporation next-day funds or immediately available funds, no later than 11
a.m., New York City time, on the Deposit Date.

                  SECTION 5.5 Distributions. (a) No later than 12 noon, New York
City time, on each Determination Date, the Servicer shall calculate all amounts
required to determine the amounts to be withdrawn from the Reserve Account (if
any) and deposited into the Collection Account and the amounts to be withdrawn
from the Collection Account and paid to the Servicer and the Administrator,
deposited into the Note Distribution Account and the Certificate Distribution
Account and/or paid to the Seller pursuant to Section 5.6(d) with respect to the
next succeeding Payment Date.

                  (b) On each Deposit Date, the Servicer shall instruct the
Indenture Trustee in writing (based on the information contained in the
Servicer's Certificate delivered on the related Determination Date pursuant to
Section 4.8) to withdraw from the Reserve Account and deposit in the Collection
Account the Reserve Account Transfer Amount (if any) for the related Payment
Date, and the Indenture Trustee shall so withdraw and deposit the Reserve
Account Transfer Amount for such Payment Date.

                  (c) Not later than 11:00 a.m., New York City time, on each
Payment Date, at the Servicer's direction, the Indenture Trustee, or the Paying
Agent on behalf of the Indenture Trustee, shall cause to be made the following
distributions, to the extent of the Total Distribution Amount then on deposit in
the Collection Account and amounts withdrawn from the Reserve Account and
deposited in the Collection Account by wire transfer of immediately available
funds, in the following order of priority and in the amounts set forth in the
Servicer's Certificate for such Payment Date:

                  (i) to the Servicer, the sum of (x) the Servicing Fee for the
          preceding Collection Period, plus (y) the amount of any Servicing Fee
          previously due but not paid, if any, to the extent such amounts are
          not deducted from the Servicer's remittance to the Collection Account
          pursuant to Section 5.7;



<PAGE>

                                                                            37


                  (ii) to the Administrator, the sum of (x) the Administration
          Fee for such Payment Date, plus (y) the amount of any Administration
          Fee previously due but not paid, if any;

                  (iii) to the Note Distribution Account, the Noteholders'
          Interest Distributable Amount;

                  (iv) except as set forth in Section 5.5(d), to the Owner
          Trustee for deposit in the Certificate Distribution Account, the
          Certificateholders' Interest Distributable Amount;

                  (v) except as set forth in Section 5.5(d), to the Note
          Distribution Account, the Noteholders' Principal Distributable Amount;
          and

                  (vi) except as set forth in Section 5.5(d), to the Owner
          Trustee for deposit in the Certificate Distribution Account, the
          Certificateholders' Principal Distributable Amount; and

                  (vii) except as set forth in Section 5.5(d), to the Reserve
          Account, any remaining portion of the Total Distribution Amount.

                  In the event that the Collection Account is maintained with an
institution other than the Indenture Trustee, the Servicer shall instruct and
cause such institution to make all deposits and distributions pursuant to this
Section 5.5(c) on the related Deposit Date.

                  (d) If the Notes have been declared immediately due and
payable as provided in Section 5.2 of the Indenture following the occurrence of
an Event of Default described in clause (a) or (b) of Section 5.2 of the
Indenture, any amounts remaining in the Collection Account after the
distributions described in clauses (i), (ii) and (iii) of Section 5.5(c) shall
be distributed as follows: (1) an amount equal to the Outstanding Amount of the
Notes will be deposited in the Note Distribution Account, and (2) any remaining
amounts will be applied pursuant to clauses (iv), (v), (vi) and (vii) of Section
5.5(c).

                  SECTION 5.6 Reserve AccountOn or prior to the Closing Date,
the Issuer, the Reserve Account Securities Intermediary and the Indenture
Trustee shall have entered into the Reserve Account Control Agreement pursuant
to which the Reserve Account shall be established and maintained for the benefit
of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the
Trust Agreement, on the Closing Date, the Owner Trustee shall deposit the
Reserve Account Initial Deposit into the Reserve Account.

                  (b) If the depositary of the Reserve Account ceases to be
either a Qualified Institution or a Qualified Trust Institution, as applicable,
the Issuer shall cause the Reserve Account to be moved to a Qualified
Institution or a Qualified Trust Institution and the Indenture Trustee shall
cause the depositary maintaining the new Reserve Account to assume the
obligations of the existing Reserve Account Securities Intermediary under the
Reserve Account Control Agreement unless the Rating Agency Condition is
satisfied in connection with such depositary's ceasing to be a Qualified
Institution or a Qualified Trust Institution, as the case may be.


<PAGE>

                                                                           38


                  (c) All amounts held in the Reserve Account shall be invested
in accordance with the Reserve Account Control Agreement at the written
direction of the Seller to the extent provided in Section 8.3(a) and Section
8.3(c) of the Indenture in Permitted Investments that mature not later than the
Deposit Date next succeeding the date of investment except, if the Reserve
Account Securities Intermediary and the Indenture Trustee are the same Person,
investments on which the Indenture Trustee is the obligor (including repurchase
agreements on which the Indenture Trustee, in its commercial capacity, is liable
as principal) may mature on the next succeeding Payment Date; provided, however,
that amounts on deposit in the Reserve Account may be invested in Permitted
Investments that mature later than the next succeeding Deposit Date if the
Rating Agency Condition is satisfied. Once amounts on deposit in the Reserve
Account are invested in Permitted Investments, such Permitted Investments must
be held or maintained until they mature on or before the dates described above.

                  (d) On each Payment Date, the Indenture Trustee shall withdraw
from the Reserve Account and pay to the Seller the sum of (i) all investment
earnings (net of losses and investment expenses) credited to the Reserve Account
since the prior Payment Date and (ii) the excess, if any, of the amount on
deposit in the Reserve Account over the Specified Reserve Account Balance with
respect to such Payment Date (after giving effect to all deposits therein or
withdrawals therefrom on such Payment Date). Upon any distribution to the Seller
of amounts from the Reserve Account, the Holders will have no rights in, or
claims, to, such amounts. Amounts properly distributed to the Seller from the
Reserve Account shall not be available under any circumstances to the Indenture
Trustee, and the Seller shall not in any event thereafter be required to refund
any such distributed amounts.

                  SECTION 5.7 Net Deposits. Chase USA (in its capacity as the
Seller or the Servicer) may make the remittances pursuant to Sections 5.2 and
5.4 above, net of amounts to be retained by it or distributed to it (also in any
such capacity) pursuant to Section 4.7 (if applicable) and Section 5.5, if (a)
it shall be the Servicer and (b) it is entitled, pursuant to Section 5.2, to
make deposits on a monthly basis, rather than a daily basis. Nonetheless, the
Servicer shall account for all of the above-described amounts as if such amounts
were deposited and distributed separately.

                  SECTION 5.8 Statements to Certificateholders and Noteholders.
(a) On each Payment Date, the Servicer shall provide to the Indenture Trustee
and the Paying Agent (for the Paying Agent to forward to each Noteholder of
record pursuant to the Indenture) and to the Owner Trustee (for the Owner
Trustee to forward to each Certificateholder of record pursuant to the Trust
Agreement) a statement substantially in the form of Exhibit B (or such other
form that is acceptable to the Indenture Trustee, the Owner Trustee and the
Servicer), with a copy to the Rating Agencies, setting forth at least the
following information as to the Notes (separately stating such information as to
the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes) and the Certificates, to the extent applicable:

                  (i) the amount of such distribution allocable to principal on
          each class of Notes and the Certificates;

                  (ii) the amount of such distribution allocable to interest on
          each class of Notes and the Certificates;





<PAGE>

                                                                             39


                  (iii) the amount of the Servicing Fee paid to the Servicer
          pursuant to Section 5.5(c);

                  (iv) the amount of the Administration Fee paid to the
          Administrator on such Payment Date;

                  (v) the Outstanding Amount of each class of the Notes, the
          Class A-1 Note Pool Factor, the Class A-2 Note Pool Factor, the Class
          A-3 Note Pool Factor, the Class A-4 Note Pool Factor, the Certificate
          Balance and the Certificate Pool Factor, in each case after giving
          effect to payments allocated to principal reported under (i) above;

                  (vi) the Pool Balance as of the last day of the preceding
          Collection Period;

                  (vii) the aggregate amount of the Repurchase Amounts for
          Repurchased Receivables with respect to the related Collection Period
          paid by each of the Seller and the Servicer (accounted for
          separately);

                  (viii) the amount of Aggregate Net Losses, if any, for such
          Payment Date;

                  (ix) the balance of the Reserve Account on such Payment Date,
          after giving effect to deposits into and withdrawals from the Reserve
          Account on such Payment Date;

                  (x) the Specified Reserve Account Balance for such Payment
          Date;

                  (xi) the Total Distribution Amount for such Payment Date;

                  (xii) the Noteholders' Distributable Amount and the components
          thereof;

                  (xiii) the Certificateholders' Distributable Amount and the
          components thereof; and

                  (xiv) the Reserve Account Transfer Amount, if any, for such
          Payment Date.

                  Each amount set forth pursuant to subclause (i), (ii), (iii),
(iv), (xii) or (xiii) above shall be expressed as a dollar amount per $1,000 of
original principal balance of a Note or a Certificate, as applicable.

                                   ARTICLE VI

                                   THE SELLER

              SECTION 6.1 Representations of Seller. The Seller makes the
following representations on which the Issuer shall rely in acquiring the
Receivables. The representations shall speak as of the execution and delivery
of this Agreement, and shall survive the sale of the Receivables to the Issuer
and pledge thereof to the Indenture Trustee pursuant to the Indenture.

                  (i) Organization and Good Standing. The Seller has been duly
          organized and is validly existing as a national banking association in
          good standing under the laws of





<PAGE>

                                                                           40

          the United States of America, with power and authority to own
          its properties and to conduct its business as such properties are
          currently owned and such business is presently conducted, and had at
          all relevant times, and has, power, authority, and legal right to
          acquire and own the Receivables.

                  (ii) Power and Authority. The Seller has the power and
          authority to execute and deliver this Agreement and the other Basic
          Documents to which it is a party and to carry out their respective
          terms, the Seller has full power and authority to sell and assign the
          property to be sold and assigned to the Issuer as the Owner Trust
          Estate and has duly authorized such sale and assignment to the Issuer
          by all necessary corporate action; and the execution, delivery, and
          performance of this Agreement and the other Basic Documents to which
          it is a party has been duly authorized by the Seller by all necessary
          action.

                  (iii) Valid Sale; Binding Obligations. This Agreement effects
          a valid sale, transfer, and assignment of the Receivables, enforceable
          against creditors of and purchasers from the Seller; this Agreement
          and each of the other Basic Documents to which it is a party
          constitutes a legal, valid, and binding obligation of the Seller
          enforceable in accordance with its terms, except as enforceability may
          be limited by bankruptcy, insolvency, reorganization, or other similar
          laws affecting the enforcement of creditors' rights in general and by
          general principles of equity, regardless of whether such
          enforceability is considered in a proceeding in equity or at law.

                  (iv) No Violation. The consummation of the transactions
          contemplated by this Agreement and the other Basic Documents and the
          fulfillment of the terms hereof and thereof do not conflict with,
          result in any breach of any of the terms and provisions of, nor
          constitute (with or without notice or lapse of time) a default under,
          the articles of association or bylaws of the Seller, or conflict with
          or breach any of the material terms or provisions of, or constitute
          (with or without notice or lapse of time) a default under, any
          indenture, agreement, or other instrument to which the Seller is a
          party or by which it is bound; nor result in the creation or
          imposition of any lien upon any of its properties pursuant to the
          terms of any such indenture, agreement, or other instrument; nor
          violate any law or, to the best of the Seller's knowledge, any order,
          rule, or regulation applicable to the Seller of any court or of any
          federal or state regulatory body, administrative agency, or other
          governmental instrumentality having jurisdiction over the Seller or
          its properties.

                  (v) No Proceedings. There are no proceedings or investigations
          pending, or, to the Seller's best knowledge, threatened, before any
          court, regulatory body, administrative agency, or other governmental
          instrumentality having jurisdiction over the Seller or its properties:
          (a) asserting the invalidity of this Agreement, any other Basic
          Document, the Notes or the Certificates, (b) seeking to prevent the
          issuance of the Notes or the Certificates or the consummation of any
          of the transactions contemplated by this Agreement or any other Basic
          Document, (c) seeking any determination or ruling that might
          materially and adversely affect the performance by the Seller of its
          obligations under, or the validity or enforceability of, this
          Agreement, any other Basic Document, or





<PAGE>

                                                                            41


          the Notes or the Certificates, or (d) relating to the Seller
          and which might adversely affect the federal or state income tax
          attributes of the Notes or the Certificates.

                  SECTION 6.2 Liability of Seller; Indemnities. The Seller shall
be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Seller in such capacity under this Agreement and
shall have no other obligations or liabilities hereunder.

                  The Seller shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes
that may at any time be asserted against any such Person with respect to, and as
of the date of, the sale of the Receivables to the Issuer or the issuance and
original sale of the Notes and the Certificates, including any sales, gross
receipts, general corporation, tangible or intangible personal property,
privilege, or license taxes (but not including any taxes asserted with respect
to ownership of the Receivables or federal or other income taxes, including
franchise taxes measured by net income), arising out of the transactions
contemplated by this Agreement and the other Basic Documents, and costs and
expenses in defending against the same.

                  The Seller shall indemnify, defend, and hold harmless the
Issuer, the Owner Trustee and the Indenture Trustee from and against any loss,
liability or expense incurred by reason of (i) the Seller's wilful misfeasance,
bad faith, or gross negligence in the performance of its duties hereunder, or by
reason of reckless disregard of the obligations and duties hereunder and (ii)
the Seller's violation of federal or state securities laws in connection with
the registration of the sale of the Notes and the Certificates.

                  Indemnification under this Section 6.2 shall include
reasonable fees and expenses of counsel and expenses of litigation. If the
Seller shall have made any indemnity payments to the Issuer, the Owner Trustee
or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the
Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter
shall collect any of such amounts from others, the Issuer, the Owner Trustee or
the Indenture Trustee, respectively, shall repay such amounts to the Seller,
without interest.

                  SECTION 6.3 Merger or Consolidation of Seller. Any corporation
or other entity (i) into which the Seller may be merged or consolidated, (ii)
which may result from any merger, conversion, or consolidation to which the
Seller shall be a party, or (iii) which may succeed to all or substantially all
of the business of the Seller, which corporation or other entity shall be bound
to perform every obligation of the Seller under this Agreement, shall be the
successor to the Seller hereunder without the execution or filing of any
document or any further act by any of the parties to this Agreement. The Seller
shall give prompt written notice of any merger or consolidation to the Issuer,
the Owner Trustee, the Indenture Trustee, the Servicer and the Rating Agencies.

                  SECTION 6.4 Limitation on Liability of Seller and Others. The
Seller and any director, officer, employee or agent of the Seller may rely in
good faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder or under any other Basic Documents. The Seller shall not be under any
obligation under this Agreement to appear in, prosecute, or defend any legal





<PAGE>


                                                                            42







action that shall be unrelated to its obligations under this Agreement or any
other Basic Document, and that in its opinion may involve it in any expense or
liability.

                  SECTION 6.5 Seller May Own Notes and Certificates. The Seller
or any of its Affiliates may in its individual or any other capacity become the
owner or pledgee of Notes or Certificates with the same rights as it would have
if it were not the Seller or an Affiliate thereof, except as otherwise provided
in the definition of "Outstanding" specified in Section 1.1. Notes or
Certificates so owned by or pledged to the Seller or any Affiliate thereof shall
have an equal and proportionate benefit under the provisions of this Agreement,
without preference, priority, or distinction as among all of the Notes or
Certificates, as applicable.

                                  ARTICLE VII

                                  THE SERVICER

                  SECTION 7.1 Representations of Servicer. The Servicer makes
the following representations on which the Issuer shall rely in acquiring the
Receivables. The representations shall speak as of the execution and delivery of
this Agreement (or as of a date a Person (other than the Indenture Trustee)
becomes Servicer pursuant to Section 7.3 or Section 8.2), and shall survive the
sale of the Receivables to the Issuer and the pledge thereof to the Indenture
Trustee pursuant to the Indenture.

                  (i) Organization and Good Standing. The Servicer has been duly
          organized and is validly existing as a national banking association or
          corporation and is in good standing under the laws of the United
          States of America or the jurisdiction of its incorporation, with power
          and authority to own its properties and to conduct its business as
          such properties are currently owned and such business is presently
          conducted, and had at all relevant times, and has, power, authority,
          and legal right to acquire, own, sell, and service the Receivables and
          to hold the Receivable Files as custodian on behalf of the Issuer.

                  (ii) Power and Authority. The Servicer has the power and
          authority to execute and deliver this Agreement and the Basic
          Documents to which it is a party and to carry out the terms thereof;
          and the execution, delivery, and performance of this Agreement and the
          other Basic Documents has been duly authorized by the Servicer by all
          necessary action.

                  (iii) Binding Obligations. This Agreement and the other Basic
          Documents to which it is a party constitute legal, valid, and binding
          obligations of the Servicer enforceable in accordance with their
          respective terms subject, as to enforcement, to applicable bankruptcy,
          insolvency, reorganization, liquidation or other similar laws and
          equitable principles relating to or affecting the enforcement of
          creditors' rights, whether considered in a proceeding at law or in
          equity.

                  (iv) No Violation. The consummation of the transactions
          contemplated by this Agreement and the other Basic Documents and the
          fulfillment of the terms hereof and thereof do not conflict with,
          result in any breach of any of the terms and provisions of,





<PAGE>

                                                                           43

          nor constitute (with or without notice or lapse of time) a
          default under, the articles of association or bylaws of the Servicer,
          or conflict with or breach any of the material terms or provisions of,
          or constitute (with or without notice or lapse of time) a default
          under, any indenture, agreement, or other instrument to which the
          Servicer is a party or by which it is bound; nor result in the
          creation or imposition of any lien upon any of its properties pursuant
          to the terms of any such indenture, agreement, or other instrument;
          nor violate any law or, to the best of the Servicer's knowledge, any
          order, rule, or regulation applicable to the Servicer of any court or
          of any federal or state regulatory body, administrative agency, or
          other governmental instrumentality having jurisdiction over the
          Servicer or its properties.

                  (v) No Proceedings. There are no proceedings or investigations
          pending, or to the Servicer's best knowledge, threatened, before any
          court, regulatory body, administrative agency, or other governmental
          instrumentality having jurisdiction over the Servicer or its
          properties: (a) asserting the invalidity of this Agreement, or the
          Notes or the Certificates, (b) seeking to prevent the issuance of the
          Notes or the Certificates or the consummation of any of the
          transactions contemplated by this Agreement or any other Basic
          Document, (c) seeking any determination or ruling that might
          materially and adversely affect the performance by the Servicer of its
          obligations under, or the validity or enforceability of, this
          Agreement, any other Basic Document, or the Notes or the Certificates,
          or (d) relating to the Servicer and which might adversely affect the
          federal or state income tax attributes of the Notes or the
          Certificates.

                  (vi) Fidelity Bond. The Servicer maintains a fidelity bond in
          such form and amount as is customary for banks acting as custodian of
          funds and documents in respect of retail automotive installment sales
          contracts.

                  SECTION 7.2 Liability of Servicer; Indemnities. The Servicer
shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Servicer under this Agreement and shall have no
other obligations or liabilities hereunder.

                  (i) The Servicer shall defend, indemnify, and hold harmless
          the Issuer, the Owner Trustee, the Indenture Trustee and the Holders
          from and against any and all costs, expenses, losses, damages, claims,
          and liabilities, arising out of or resulting from the use, ownership,
          or operation by the Servicer or any Affiliate thereof of a Financed
          Vehicle.

                  (ii) The Servicer shall indemnify, defend, and hold harmless
          the Issuer, the Owner Trustee and the Indenture Trustee from and
          against any taxes that may at any time be asserted against the Issuer
          with respect to the transactions contemplated in this Agreement,
          including, without limitation, any sales, gross receipts, general
          corporation, tangible or intangible personal property, privilege, or
          license taxes (but not including any taxes asserted with respect to,
          and as of the date of, the sale of the Receivables to the Issuer or
          the issuance and original sale of the Notes or the Certificates, or
          asserted with respect to ownership of the Receivables or federal,
          state or other income taxes, including franchise taxes measured by net
          income) arising out of distributions on the Notes or the Certificates
          and costs and expenses in defending against the same.



<PAGE>

                                                                            44

                  (iii) The Servicer shall indemnify, defend, and hold harmless
          the Issuer, the Owner Trustee, the Indenture Trustee and the Holders
          from and against any and all costs, expenses, losses, claims, damages,
          and liabilities to the extent that such cost, expense, loss, claim,
          damage, or liability arose out of, or was imposed upon the Issuer, the
          Owner Trustee, the Indenture Trustee or the Holders through the wilful
          misfeasance, gross negligence, or bad faith of the Servicer in the
          performance of its duties under this Agreement or by reason of
          reckless disregard of its obligations and duties under this Agreement.

                  Indemnification under this Section 7.2 shall include
reasonable fees and expenses of counsel and expenses of litigation. If the
Servicer shall have made any indemnity payments pursuant to this Section 7.2 and
the recipient thereafter collects any of such amounts from others, the recipient
shall promptly repay such amounts to the Servicer, without interest. The
indemnification obligations of the Servicer set forth in this Section 7.2 shall
survive the termination of such Servicer with respect to any act or failure to
act which occurs prior to such Servicer's termination. The provisions of Section
6.7 of the Indenture and Sections 8.1 and 8.2 of the Trust Agreement with
respect to the Servicer's obligations are incorporated by reference herein.

                  SECTION 7.3 Merger or Consolidation of Servicer. Any
corporation or other entity (i) into which the Servicer may be merged or
consolidated, (ii) which may result from any merger, conversion, or
consolidation to which the Servicer shall be a party, or (iii) which may succeed
to all or substantially all of the business of the Servicer, which corporation
or other entity shall be bound to perform every obligation of the Servicer
hereunder, shall be the successor to the Servicer under this Agreement without
the execution or filing of any document or any further act on the part of any of
the parties to this Agreement. The Servicer shall promptly inform the Issuer,
the Owner Trustee, the Indenture Trustee, the Seller and the Rating Agencies in
writing of any such merger or consolidation.

                  SECTION 7.4 Limitation on Liability of Servicer and Others.
(a) Neither the Servicer nor any of the directors or officers or employees or
agents of the Servicer shall be under any liability to the Issuer, the Owner
Trustee, the Indenture Trustee or the Holders, except as provided under this
Agreement, for any action taken or for refraining from the taking of any action
pursuant to this Agreement; provided, however, that this provision shall not
protect the Servicer or any such person against any liability that would
otherwise be imposed by reason of wilful misfeasance, gross negligence, or bad
faith in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Servicer and any director or
officer or employee or agent of the Servicer may rely in good faith on the
advice of counsel or on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising under this Agreement.

                  (b) The Servicer, and any director, or officer, employee or
agent of the Servicer, shall be indemnified by the Issuer and held harmless
against any loss, liability, or expense (including reasonable attorneys' fees
and expenses) incurred in connection with any legal action relating to the
performance of the Servicer's duties under this Agreement, other than (i) any
loss or liability otherwise reimbursable pursuant to this Agreement or the Basic
Documents; (ii) any loss, liability, or expense incurred solely by reason of the
Servicer's wilful misfeasance,



<PAGE>

                                                                             45



negligence, or bad faith in the performance of its duties hereunder or by reason
of reckless disregard of its obligations and duties under this Agreement or the
Basic Documents; and (iii) any loss, liability, or expense for which the Issuer
is to be indemnified by the Servicer under this Agreement or the Basic
Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be
payable on a Payment Date from amounts distributable to the Seller from the
Reserve Account pursuant to Section 5.6(d).

                  (c) Except as provided in this Agreement, the Servicer shall
not be under any obligation to appear in, prosecute, or defend any legal action
that shall not be incidental to its obligations under this Agreement, and that
in its opinion may involve it in any expense or liability; provided, however,
that the Servicer may undertake any reasonable action that it may deem necessary
or desirable in respect of this Agreement and the rights and duties of the
parties to this Agreement and the interests of the Holders under this Agreement.
In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs, and liabilities of the Issuer, and
the Servicer shall be entitled to be reimbursed therefor. Any amounts due the
Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from
amounts distributable to the Seller from the Reserve Account pursuant to Section
5.6(d).

                  The Person to be indemnified shall provide the Issuer, the
Owner Trustee and the Indenture Trustee with a certificate and accompanying
Opinion of Counsel requesting indemnification and setting forth the basis for
such request.

                  SECTION 7.5 Servicer Not To Resign. Except as permitted by
Section 7.3, the Servicer shall not resign from its obligations and duties under
this Agreement except (i) upon determination that the performance of its duties
shall no longer be permissible under applicable law or (ii) in the event of the
appointment of a successor Servicer, upon satisfaction of the Rating Agency
Condition. Notice of any such determination permitting the resignation of the
Servicer shall be communicated to the Issuer, the Indenture Trustee, the Owner
Trustee and the Rating Agencies at the earliest practicable time (and, if such
communication is not in writing, shall be confirmed in writing at the earliest
practicable time) and any such determination permitting the resignation of the
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Issuer, the Indenture Trustee and the Owner Trustee concurrently with such
notice. No such resignation shall become effective until the Indenture Trustee
(which shall not be obligated to act as successor Servicer if the Servicer has
resigned for a reason other than that the performance of its duties are no
longer permissible under applicable law) or a successor Servicer shall have
assumed the responsibilities and obligations of the Servicer hereunder in
accordance with Section 8.2.

                  SECTION 7.6 Delegation of Duties. So long as Chase USA acts as
Servicer, the Servicer shall have the right, in the ordinary course of its
business, to delegate any of its duties under this Agreement to any Person. The
Servicer shall pay any compensation payable to such Person from its own funds
and none of the Issuer, the Owner Trustee, the Indenture Trustee or the Holders
shall have any liability to such Person with respect thereto. Notwithstanding
any delegation of duties by the Servicer pursuant to this Section 7.6, the
Servicer shall not be relieved of its liability and responsibility with respect
to such duties, and any such delegation shall not constitute a resignation
within the meaning of Section 7.5. Any agreement that may be entered into by the
Servicer and a Person that provides for any delegation of the Servicer's duties



<PAGE>


                                                                            46

hereunder to such Person shall be deemed to be between the Servicer and such
Person alone, and the Issuer, the Owner Trustee, the Indenture Trustee and
Holders shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect thereto.

                                  ARTICLE VIII

                         EVENTS OF SERVICING TERMINATION

                  SECTION 8.1 Events of Servicing Termination. Any one of the
following events which shall occur and be continuing shall constitute an event
of servicing termination hereunder (each, an "Event of Servicing Termination"):

                  (i) Any failure by the Servicer to deliver to the Indenture
          Trustee the Servicer's Certificate for the related Collection Period,
          or any failure by the Servicer to deliver to the Indenture Trustee,
          for deposit in any of the Trust Accounts or the Certificate
          Distribution Account, any proceeds or payment required to be so
          delivered under the terms of the Certificates or the Notes and this
          Agreement (or, in the case of a payment or deposit to be made not
          later than the Deposit Date, the failure to make such payment or
          deposit on such Deposit Date), which failure continues unremedied for
          a period of five Business Days after (A) discovery by an officer of
          the Servicer or (B) written notice (1) to the Servicer by the
          Indenture Trustee or the Owner Trustee or (2) to the Indenture Trustee
          or the Owner Trustee, as applicable, and the Servicer by the Holders
          of Notes evidencing not less than 25% of the Outstanding Amount of the
          Notes (or, if the Notes have been paid in full, by Holders of the
          Certificates evidencing not less than 25% of the Certificate Balance);

                  (ii) Failure on the part of the Servicer duly to observe or to
          perform in any material respect any other covenants or agreements of
          the Servicer set forth in this Agreement or the Indenture, which
          failure shall (a) materially and adversely affect the rights of the
          Issuer or the Holders, and (b) continue 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 (1) to the Servicer by
          the Indenture Trustee or the Owner Trustee, or (2) to the Indenture
          Trustee or the Owner Trustee, as applicable, and the Servicer by the
          Holders of Notes evidencing not less than 25% of the Outstanding
          Amount of the Notes (or, if the Notes have been paid in full, by
          Holders of the Certificates evidencing not less than 25% of the
          Certificate Balance);

                  (iii) The entry of a decree or order by a court or agency or
          supervisory authority having jurisdiction in the premises for the
          appointment of a conservator, receiver, or liquidator for the Servicer
          in any insolvency, readjustment of debt, marshalling of assets and
          liabilities, or similar proceedings, or for the winding up or
          liquidation of its affairs, and the continuance of any such decree or
          order unstayed and in effect for a period of 60 consecutive days; or

                  (iv) The consent by the Servicer to the appointment of a
          conservator or receiver or liquidator in any insolvency, readjustment
          of debt, marshalling of assets and liabilities, or similar proceedings
          of or relating to the Servicer or of or relating to


<PAGE>

                                                                            47



          substantially all of its property; or the Servicer shall admit
          in writing its inability to pay its debts generally as they become
          due, file a petition to take advantage of any applicable insolvency or
          reorganization statute, make an assignment for the benefit of its
          creditors, or voluntarily suspend payment of its obligations.

Upon the occurrence of any Event of Servicing Termination as described above,
and in each and every case and for so long as such Event of Servicing
Termination shall not have been remedied, either the Indenture Trustee or the
Holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Notes (or, if the Notes have been paid in full and the Indenture has been
discharged in accordance with its terms, by the Owner Trustee or the Holders of
Certificates evidencing not less than a majority of the Certificate Balance), by
notice given in writing to the Servicer (and to the Indenture Trustee or the
Owner Trustee, as applicable, if given by Holders) may terminate all of the
rights and obligations of the Servicer under this Agreement. On or after the
receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Certificates, the
Notes or the Receivables or otherwise, shall pass to and be vested in the
Indenture Trustee pursuant to this Section 8.1; and, without limitation, the
Indenture Trustee shall be hereby authorized and empowered to execute and
deliver, on behalf of the predecessor Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of the
Receivable Files, or otherwise. The predecessor Servicer shall cooperate with
the successor Servicer and the Indenture Trustee in effecting the termination of
the responsibilities and rights of the predecessor Servicer under this
Agreement, including the transfer to the successor Servicer for administration
by it of all cash amounts that shall at the time be held by the predecessor
Servicer for deposit, shall have been deposited by the predecessor Servicer in
the Collection Account, or shall thereafter be received with respect to a
Receivable. All reasonable costs and expenses (including attorneys' fees and
disbursements) incurred in connection with transferring the Receivable Files to
the successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs and expenses. The
Indenture Trustee and the Owner Trustee shall give written notice of any
termination of the Servicer to their related Holders, and the Indenture Trustee
shall give such notice to the Rating Agencies. Neither the Indenture Trustee nor
any successor Servicer shall be deemed to be in default hereunder by reason of
its failure to make, or any delay in making, any distribution hereunder or any
portion thereof which was caused by (i) the failure of the predecessor Servicer
to deliver, or any delay in delivering cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
predecessor Servicer.

                  SECTION 8.2 Indenture Trustee to Act; Appointment of Successor
Servicer. Upon the Servicer's receipt of notice of termination pursuant to
Section 8.1 or resignation pursuant to Section 7.5, the Indenture Trustee shall
be the successor in all respects to the Servicer in its capacity as Servicer
under this Agreement, and shall be subject to all the responsibilities, duties
and liabilities arising thereafter relating thereto placed on the Servicer by
the terms and provisions of this Agreement. As compensation therefor, the
Indenture Trustee shall be entitled to such compensation (whether payable out of
the Collection Account or otherwise) as the Servicer would have been entitled to
under this Agreement if no such notice of termination or







<PAGE>

                                                                            48




resignation had been given. Notwithstanding the above, the Indenture Trustee
may, if it shall be unwilling so to act, or shall, if it shall be legally unable
so to act, appoint, or petition a court of competent jurisdiction to appoint,
any established financial institution (x) having a net worth of not less than
$100,000,000 as of the last day of the most recent fiscal quarter for such
institution and (y) whose regular business shall include the servicing of
automobile receivables, as successor Servicer under this Agreement; provided,
that the appointment of any such successor Servicer is required to satisfy the
Rating Agency Condition. In connection with such appointment, the Indenture
Trustee may make such arrangements for the compensation of such successor
Servicer out of payments on Receivables as it and such successor Servicer shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the Servicer under this Agreement. The Indenture Trustee and such
successor Servicer shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. Unless the Indenture
Trustee shall be prohibited by law from so acting, the Indenture Trustee shall
not be relieved of its duties as successor Servicer under this Section 8.2 until
the newly appointed successor Servicer shall have assumed the responsibilities
and obligations of the Servicer under this Agreement.

                  SECTION 8.3 Notification to Noteholders and
Certificateholders. Upon any Event of Servicing Termination, or appointment of a
successor Servicer pursuant to this Article VIII, the Owner Trustee shall give
prompt written notice thereof to Certificateholders and the Indenture Trustee
shall give prompt written notice thereof to the Noteholders, at their respective
addresses of record, and to the Rating Agencies.

                  SECTION 8.4 Waiver of Past Defaults. The Holders of Notes
evidencing at least a majority of the Outstanding Amount of the Notes (or, the
Holders of Certificates evidencing not less than a majority of the Certificate
Balance, in the case of any Event of Servicing Termination that does not
adversely affect the Indenture Trustee or the Noteholders) may, on behalf of all
such Holders, waive any default by the Servicer in the performance of its
obligations hereunder and its consequences, except a default in the failure to
make any required deposits to or payments from any of the Trust Accounts or the
Certificate Distribution Account in accordance with this Agreement. Upon any
such waiver of a past default, such default shall cease to exist, and any Event
of Servicing Termination arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the
extent expressly so waived. The Servicer shall give prompt written notice of any
waiver to the Rating Agencies; provided, however, that the Indenture Trustee or
the Owner Trustee shall only be required to give such notice if a Responsible
Officer thereof has actual knowledge of the related event.

                                   ARTICLE IX

                                   TERMINATION

                  SECTION 9.1 Optional Purchase of All Receivables; Trust
Termination. (a) As of the last day of any Collection Period as of which the
Pool Balance shall be equal to or less than the Optional Purchase Percentage of
the Original Pool Balance, the Servicer shall have the option to purchase the
Owner Trust Estate, other than the Trust Accounts and the Certificate
Distribution Account. To exercise such option, the Servicer shall notify the
Indenture Trustee,




<PAGE>

                                                                            49




the Owner Trustee, the Note Registrar and the Certificate Registrar in writing,
no later than the 25th day of the Collection Period following which purchase is
to be effected, shall pay the aggregate Repurchase Amount for the Receivables
(including Defaulted Receivables) and shall succeed to all interests in, to and
under such property. The payment shall be made in the manner specified in
Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture
Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this
Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the
time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated
by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture
Trustee an Opinion of Counsel in form and substance satisfactory to the Rating
Agencies to the effect that such purchase will not constitute a fraudulent
transfer under applicable state and federal law.

                  (b) Upon any sale of the assets of the Issuer pursuant to
Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in
writing to deposit the proceeds from such sale after all payments and reserves
therefrom (including the expenses of such sale) have been made (the "Sale
Proceeds") in the Collection Account. On the Payment Date on which the Sale
Proceeds are deposited in the Collection Account (or, if such proceeds are not
so deposited on a Payment Date, on the Payment Date immediately following such
deposit), the Servicer shall instruct the Indenture Trustee in writing to make,
and the Indenture Trustee shall make, the following deposits and distributions
(after the application on such Payment Date of the Total Distribution Amount
pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on
deposit in the Reserve Account (including the proceeds of any sale of
investments therein):

                  (i) to the Note Distribution Account, any portion of the
          Noteholders' Interest Distributable Amount not otherwise deposited
          into the Note Distribution Account on such Payment Date;

                  (ii) to the Note Distribution Account, the Outstanding Amount
          of the Notes (after giving effect to the reduction in the Outstanding
          Amount of the Notes resulting from the deposits made in the Note
          Distribution Account on such Payment Date);

                  (iii) to the Certificate Distribution Account, any portion of
          the Certificateholders' Interest Distributable Amount not otherwise
          deposited into the Certificate Distribution Account on such Payment
          Date; and

                  (iv) to the Certificate Distribution Account, the Certificate
          Balance and any Certificateholders' Principal Carryover Shortfall
          (after giving effect to the reduction in the Certificate Balance
          resulting from the deposits made in the Certificate Distribution
          Account on such Payment Date).

Any Sale Proceeds remaining after the deposits described above shall be paid to
the Seller.

                  (c) Notice of any termination of the Issuer shall be given by
the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies
as soon as practicable after the Servicer has received notice thereof.

                  (d) [Reserved]


<PAGE>

                                                                            50

                  (e) After the payment to the Indenture Trustee, the Owner
Trustee, the Holders and the Servicer of all amounts required to be paid under
this Agreement, the Indenture and the Trust Agreement, any amounts on deposit
in the Reserve Account or the Collection Account shall be paid to the Seller,
and any other assets remaining in the Owner Trust Estate shall be distributed
to the Seller.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

                  SECTION 10.1 Amendment. This Agreement may be amended by the
Seller, the Servicer and the Owner Trustee, on behalf of the Issuer, with the
prior consent of the Indenture Trustee and prior notice to the Rating Agencies
but without prior notice to or the consent of any of the Holders, (i) to cure
any ambiguity, to correct or supplement any provisions in this Agreement which
may be inconsistent with any other provisions herein, to evidence a succession
to the Servicer or the Seller pursuant to this Agreement or to add any other
provisions with respect to matters or questions arising under this Agreement
that shall not be inconsistent with the provisions of this Agreement; provided,
however, that such action shall not, as evidenced by an Officer's Certificate
and/or an Opinion of Counsel reasonably acceptable and delivered to the Owner
Trustee and the Indenture Trustee, adversely and materially affect the interests
of the Issuer or any of the Holders; provided, further, that the Servicer shall
deliver written notice of such changes to each Rating Agency prior to the
execution of any such amendment, or (ii) to effect a transfer or assignment in
compliance with Section 10.6(a) of this Agreement. Notwithstanding the
foregoing, no amendment modifying the provisions of Section 5.5 shall become
effective without satisfaction of the Rating Agency Condition.

                  This Agreement may also be amended from time to time by the
Seller, the Servicer and the Owner Trustee, on behalf of the Issuer, with the
consent of the Indenture Trustee, the Holders of Certificates evidencing at
least a majority of the Certificate Balance of the Certificates and the consent
of the Holders of Notes evidencing at least a majority of the Outstanding Amount
of the Notes, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement, or of modifying
in any manner the rights of the Noteholders or the Certificateholders (including
effecting a transfer or assignment in compliance with Section 10.6(a) of this
Agreement); provided, however, that no such amendment, except with the consent
of the Holders of all Certificates or Notes, as applicable, then outstanding,
shall (a) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments of Receivables, or distributions that
shall be required to be made on any Certificate or Note, or (b) reduce the
aforesaid percentage of the Certificate Balance of the Certificates or the
Outstanding Amount of the Notes required to consent to any such amendment.

                  Promptly after the execution of any amendment or consent
referred to in this Section 10.1, the Owner Trustee shall furnish a copy of such
amendment or consent to each Certificateholder and the Indenture Trustee, who
shall promptly furnish a copy to each Noteholder and to the Rating Agencies.


<PAGE>

                                                                             51

                  It shall not be necessary for the consent of the Indenture
Trustee, the Certificateholders or the Noteholders pursuant to this Section 10.1
to approve the particular form of any proposed amendment or consent, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders or Noteholders shall be subject to such
reasonable requirements as the Indenture Trustee or the Owner Trustee may
prescribe.

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

                  Satisfaction of the Rating Agency Condition is required prior
to the execution of any amendment to this Agreement, other than an amendment
permitted pursuant to clause (i) of the first paragraph of this Section 10.1.

                  SECTION 10.2 Protection of Title to Owner Trust Estate. (a)
The Seller shall execute and file such financing statements and cause to be
executed and filed such continuation statements, all in such manner and in such
places as may be required by law fully to preserve, maintain, and protect the
interests of the Issuer and the Indenture Trustee in the Receivables and in the
proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the
Owner Trustee and the Indenture Trustee file-stamped copies of, or filing
receipts for, any document filed as provided above, as soon as available
following such filing.

                  (b) Neither the Seller nor the Servicer shall change its name,
identity, or corporate structure in any manner that would, could, or might make
any financing statement or continuation statement filed by the Seller in
accordance with paragraph (a) above seriously misleading within the meaning of
ss. 9-402(7) (or any comparable section) of the Relevant UCC, unless it shall
have given the Owner Trustee and the Indenture Trustee at least 30 days prior
written notice thereof.

                  (c) The Seller and the Servicer shall give the Owner Trustee
and the Indenture Trustee at least 60 days prior written notice of any
relocation of its principal executive office if, as a result of such relocation,
the applicable provisions of the Relevant UCC would require the filing of any
amendment of any previously filed financing or continuation statement or of any
new financing statement. The Servicer shall at all times maintain each office
from which it shall service Receivables, and its principal executive office,
within the United States of America.

                  (d) The Servicer shall maintain accounts and records as to
each Receivable accurately and in sufficient detail to permit (i) the reader
thereof to know at any time the status of such Receivable, including payments
and recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Collection Account
in respect of such Receivable.

<PAGE>

                                                                             52

                  (e) The Servicer shall maintain its computer systems so that,
from and after the time of sale under this Agreement of the Receivables to the
Issuer, the Servicer's master computer records (including archives) that shall
refer to a Receivable indicate clearly, by numerical code or otherwise, that
such Receivable is owned by the Issuer and has been pledged to the Indenture
Trustee. Indication of the Issuer's and Indenture Trustee's interest in a
Receivable shall be deleted from or modified on the Servicer's computer systems
when, and only when, the Receivable shall have been paid in full, repurchased or
assigned pursuant hereto.

                  (f) If at any time the Seller or the Servicer shall propose to
sell, grant a security interest in, or otherwise transfer any interest in a new
or used automobile receivable to any prospective purchaser, creditor, or other
transferee, the Seller or the Servicer, as the case may be, shall give to such
prospective purchaser, creditor, or other transferee computer tapes, records, or
print-outs (including any restored from archives) that, if they shall refer in
any manner whatsoever to any Receivable, shall indicate clearly that such
Receivable has been sold and is owned by the Issuer and has been pledged to the
Indenture Trustee.

                  (g) The Servicer shall permit the Indenture Trustee and the
Owner Trustee and their respective agents upon reasonable notice at any time
during normal business hours which does not unreasonably interfere with the
Servicer's normal operations or customer or employee relations to inspect,
audit, and make copies of and abstracts from the Servicer's records regarding
the Receivables.

                  (h) Upon request, the Servicer shall furnish to the Owner
Trustee or the Indenture Trustee, within five Business Days, a list of all
Receivables by account number and name of Obligor then held by the Issuer,
together with a reconciliation of such list to the Schedule of Receivables and
to each of the Servicer Certificates indicating removal of Receivables from the
Owner Trust Estate.

                  (i) The Servicer shall deliver to the Owner Trustee and the
Indenture Trustee:

                  (i) upon the execution and delivery of this Agreement, an
          Opinion of Counsel either (a) stating that, in the opinion of such
          counsel, all financing statements and continuation statements have
          been executed and filed that are necessary fully to preserve and
          protect the interest of the Issuer and the Indenture Trustee in the
          Receivables, and reciting the details of such filings or referring to
          prior Opinions of Counsel in which such details are given, or (b)
          stating that, in the opinion of such counsel, no such action shall be
          necessary to preserve and protect such interest; and

                  (ii) on or before March 31 of each year, commencing with March
          31, 2002, an Opinion of Counsel, dated as of such date, either (a)
          stating that, in the opinion of such counsel, all financing statements
          and continuation statements have been executed and filed that are
          necessary fully to preserve and protect the interest of the Issuer and
          the Indenture Trustee in the Receivables, and reciting the details of
          such filings or referring to prior opinions of Counsel in which such
          details are given, or (b) stating that, in the opinion of such
          counsel, no such action shall be necessary to preserve and protect
          such interest. Notwithstanding the provisions of Section 10.4, such
          Opinion of Counsel may






<PAGE>

                                                                            53

                  be sent by regular non-certified mail, and such mailed
                  opinion shall be deemed delivered when so mailed.

                  (j) The Seller shall, to the extent required by applicable
law, cause the Certificates and the Notes to be registered with the Securities
and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the
Exchange Act within the time periods specified in such sections.

                  (k) For the purpose of facilitating the execution of this
Agreement and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and all of which counterparts shall constitute but one and the same
instrument.

                  SECTION 10.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

                  SECTION 10.4 Notices. All demands, notices, and communications
under this Agreement shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly
given upon receipt (a) in the case of the Seller, c/o Chase Automotive Finance
Corporation, 900 Stewart Avenue, Garden City, New York 11530 Attention:
Financial Controller, or at such other address as shall be designated by the
Seller in a written notice to the Indenture Trustee, (b) in the case of the
Servicer, c/o Chase Manhattan Automotive Finance Corporation, 900 Stewart
Avenue, Garden City, New York 11530, Attention: Financial Controller, or at such
other address as shall be designated by the Servicer in a written notice to the
Indenture Trustee, (c) in the case of the Indenture Trustee, at Wells Fargo Bank
Minnesota, National Association, Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479-0069, Attention: Corporate Trust Office and (d) in the case of
the Issuer and the Owner Trustee, at c/o Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Corporate Trust
Administration. Any notice required or permitted to be mailed to a Holder shall
be given by first class mail, postage prepaid, at the address of record of such
Holder. Any notice to a Holder so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Holder shall receive such notice.

                  SECTION 10.5 Severability of Provisions. If any one or more of
the covenants, agreements, provisions, or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions,
or terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or of the Notes or the rights of the Holders thereof.

                  SECTION 10.6 Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Sections 6.3, 7.3, 7.5 and 8.2,
neither the Seller nor the Servicer may assign all, or a portion of, its rights,
obligations and duties under this Agreement unless such transfer or assignment
satisfies the Rating Agency Condition. In the event of a


<PAGE>

                                                                            54

transfer or assignment pursuant to this Section 10.6, the Rating Agencies shall
be provided with notice of such transfer or assignment.

                  SECTION 10.7 Certificates and Notes Nonassessable and Fully
Paid. The interests represented by the Certificates and Notes shall be
nonassessable for any losses or expenses of the Issuer or for any reason
whatsoever, and, upon authentication thereof by the Indenture Trustee and the
Owner Trustee pursuant to the Trust Agreement and the Indenture, respectively,
each Certificate and Note shall be deemed fully paid.

                  SECTION 10.8 Third-Party Beneficiaries. This Agreement will
inure to the benefit of and be binding upon the parties hereto, and their
respective successors and permitted assigns. The Administrator, the Owner
Trustee, individually and on behalf of the Certificateholders, and the Indenture
Trustee, individually and on behalf of the Noteholders are third-party
beneficiaries to this Agreement and are entitled to the rights and benefits
hereunder and may enforce the provisions hereof as it were a party hereto.
Except as otherwise provided in this Agreement, no other person will have any
right or obligation hereunder.

                  SECTION 10.9 Assignment to Indenture Trustee. The Seller
hereby acknowledges and consents to any mortgage, pledge, assignment and grant
of a security interest by the Issuer to the Indenture Trustee pursuant to the
Indenture for the benefit of the Noteholders of all right, title and interest of
the Issuer in, to and under the Receivables and the other property constituting
the Owner Trust Estate and/or the assignment of any or all of the Issuer's
rights and obligations hereunder to the Indenture Trustee and agrees that the
enforcement of a right or remedy hereunder by the Indenture Trustee shall have
the same force and effect as if such right or remedy had been enforced or
executed by the Issuer.

                  SECTION 10.10 Limitation of Liability of Owner Trustee and
Indenture Trustee. (a) Notwithstanding anything contained herein to the
contrary, this Agreement has been countersigned by Wilmington Trust Company not
in its individual capacity but solely in its capacity as Owner Trustee of the
Issuer, and in no event shall Wilmington Trust Company in its individual
capacity or, except as expressly provided in the Trust Agreement, as Owner
Trustee of the Issuer have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer. For all purposes
of this Agreement, in the performance of its duties or obligations hereunder or
in the performance of any duties or obligations of the Issuer hereunder, the
Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of Articles VI, VII and VIII of the Trust Agreement.

                  (b) Notwithstanding anything contained herein to the contrary,
this Agreement has been acknowledged and accepted by Wells Fargo not in its
individual capacity but solely as Indenture Trustee, and in no event shall Wells
Fargo have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

<PAGE>

                                                                           55

                  SECTION 10.11 No Petition. The Seller and Servicer, by
entering into this Agreement hereby covenant and agree that they will not at any
time institute against the Issuer or join in any institution against the Issuer
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to this
Agreement or any of the other Basic Documents.


<PAGE>




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

                            CHASE MANHATTAN BANK USA,
                              NATIONAL ASSOCIATION, as Seller
                              and Servicer




                            By:  /s/ Patricia Garvey
                                -------------------------------------
                                 Name: Patricia Garvey
                                 Title: Vice President




                            CHASE MANHATTAN AUTO OWNER TRUST,
                              2000-A, as Issuer


                            By:   WILMINGTON TRUST COMPANY,
                                 not in its individual capacity but solely
                                 as Owner Trustee on behalf of the Issuer




                            By: /s/ Donald G. MacKelcan
                               --------------------------------------
                                 Name: Donald G. MacKelcan
                                 Title: Vice President

Acknowledged and Accepted:

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


By: /s/ S. Dignan
    -----------------------------------------
     Name: S. Dignan
     Title: Corporate Trust Officer



<PAGE>



                                                                  SCHEDULE A
                                                                  ----------

                               LIST OF RECEIVABLES

            DELIVERED TO THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE
                              ON THE CLOSING DATE.

<PAGE>



                                                             SCHEDULE B
                                                             ----------

                          Location of Receivable Files

The Chase Manhattan Bank
20 Clinton Avenue South
5th Floor
SENECA Building
Rochester, New York  14604

The Chase Manhattan Bank
P.O. Box 54
Hurds Corner Road
Records Management
Pawling, New York  12564

Chase Manhattan Automotive Finance Corporation
900 Stewart Avenue
Garden City, New York  11530



<PAGE>



                                                                 EXHIBIT A
                                                                 ---------








                        [FORM OF SERVICER'S CERTIFICATE]



<PAGE>




                                                                 EXHIBIT B
                                                                 ---------








                [FORM OF CERTIFICATEHOLDER AND NOTEHOLDER REPORT]