<PAGE>

                                                                    Exhibit 4.2



                     CHASE MANHATTAN AUTO OWNER TRUST 2003-C


                      AMENDED AND RESTATED TRUST AGREEMENT



                                     between



                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                                  as Depositor



                                      -and-



                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee



                          Dated as of December 9, 2003




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                                TABLE OF CONTENTS

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

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


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

         SECTION 2.1. Name........................................................................................2
         SECTION 2.2. Office......................................................................................2
         SECTION 2.3. Purposes and Powers.........................................................................2
         SECTION 2.4. Appointment of Owner Trustee................................................................3
         SECTION 2.5. Initial Capital Contributions of Trust Estate...............................................3
         SECTION 2.6. Declaration of Trust........................................................................3
         SECTION 2.7. Title to Issuer Property....................................................................4
         SECTION 2.8. Situs of Issuer.............................................................................4
         SECTION 2.9. Representations and Warranties of the Depositor.............................................4
         SECTION 2.10. Liability of Certificateholders and Class R Certificateholder..............................5
         SECTION 2.11. Guaranteed Payments/Gross Income Allocations...............................................5
         SECTION 2.12. Deduction and Loss Allocations.............................................................6
         SECTION 2.13. Special Allocations........................................................................6
         SECTION 2.14. Characterization of the Trust..............................................................6


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

         SECTION 3.1. Initial Ownership...........................................................................7
         SECTION 3.2. The Certificates............................................................................7
         SECTION 3.3. Execution, Authentication and Delivery of Certificates......................................8
         SECTION 3.4. Registration of Transfer and Exchange of Certificates.......................................8
         SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates...........................................9
         SECTION 3.6. Persons Deemed Certificateholders..........................................................10
         SECTION 3.7. Access to List of Certificateholders' Names and Addresses..................................10
         SECTION 3.8. Maintenance of Office or Agency............................................................10
         SECTION 3.9. Appointment of Paying Agent................................................................10
         SECTION 3.10. Book-Entry Certificates...................................................................11
         SECTION 3.11. Notices to Clearing Agency................................................................12
         SECTION 3.12. Definitive Certificates...................................................................12
         SECTION 3.13. Authenticating Agent......................................................................13
         SECTION 3.14. Actions of Certificateholders.............................................................14


ARTICLE IV ACTIONS BY OWNER TRUSTEE..............................................................................15

         SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain Matters.........................15
         SECTION 4.2. Action by Certificateholders with Respect to Certain Matters...............................16


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                                       i

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


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

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


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

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


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

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


ARTICLE VIII COMPENSATION OF OWNER TRUSTEE.......................................................................25

         SECTION 8.1. Owner Trustee's Fees and Expenses..........................................................25
         SECTION 8.2. Indemnification............................................................................26
         SECTION 8.3. Payments to Owner Trustee..................................................................26


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

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

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

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


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

         SECTION 11.1. Supplements and Amendments................................................................31
         SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders................................32
         SECTION 11.3. Limitations on Rights of Others...........................................................32
         SECTION 11.4. Notices...................................................................................32
         SECTION 11.5. Severability..............................................................................33
         SECTION 11.6. Separate Counterparts.....................................................................33
         SECTION 11.7. Successors and Assigns....................................................................33
         SECTION 11.8. No Recourse...............................................................................33
         SECTION 11.9. No Petition...............................................................................33
         SECTION 11.10. Headings.................................................................................34
         SECTION 11.11. GOVERNING LAW............................................................................34
         SECTION 11.12. Certificate Transfer Restrictions........................................................34
         SECTION 11.13. Disclosure...............................................................................34
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                                      iii

<PAGE>


                                    EXHIBITS

         Exhibit A-1       -        Form of Class R Certificate
         Exhibit A-2       -        Form of Certificate
         Exhibit B         -        Form of Certificate of Trust
         Exhibit C         -        Form of Certificate Depository Agreement




                                       i

<PAGE>


                  AMENDED AND RESTATED TRUST AGREEMENT dated as of December 9,
2003 between CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), a
national banking association having its principal executive offices located at
200 White Clay Center Drive, Newark, Delaware 19711, as the depositor (in its
capacity as the depositor, the "Depositor") and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as the owner trustee (the "Owner Trustee"),
amending and restating in its entirety the Trust Agreement, dated as of October
28, 2003 (the "Original Trust Agreement"), between the same parties.

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

                  SECTION 1.1 Capitalized Terms. Capitalized terms are used in
this Agreement as defined in Section 1.1 to the Sale and Servicing Agreement
between the trust established by this Agreement and Chase USA, as Seller and
Servicer, dated as of December 9, 2003, as the same may be amended and
supplemented from time to time (the "Sale and Servicing Agreement").

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

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

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

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


<PAGE>
                                                                               2


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

                                   ARTICLE II

                                  ORGANIZATION
                                  ------------

                  SECTION 2.1. Name. The trust known as "Chase Manhattan Auto
Owner Trust 2003-C" (hereinafter, the "Issuer") was formed in accordance with
the provisions of the Statutory Trust Statute pursuant to the Original Trust
Agreement. Under the Original Trust Agreement, the Owner Trustee was authorized
and vested with the power and authority to make and execute contracts,
instruments, certificates, agreements and other writings and to sue and be sued
in the name of the Issuer.

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

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

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

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

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

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


<PAGE>
                                                                               3


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

                  (e) to engage in those activities, including entering into
         agreements, that are necessary, suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith, which
         activities cannot be contrary to the status of the Trust as a
         "qualifying special purpose entity" under SFAS 140, any successor rule
         thereto and existing accounting literature; and

                  (f) subject to compliance with the Basic Documents, to engage
         in such other activities as may be required in connection with
         conservation of the Owner Trust Estate and the making of distributions
         to the Certificateholders and the Noteholders, which activities cannot
         be contrary to the status of the Trust as a "qualifying special purpose
         entity" under SFAS 140, any successor rule thereto and existing
         accounting literature.

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

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

                  SECTION 2.5. Initial Capital Contributions of Trust Estate.
The Depositor hereby sells, assigns, transfers, conveys and sets over to the
Owner Trustee, as of the date hereof, the Reserve Account Initial Deposit and
the Yield Supplement Account Initial Deposit. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contributions, which, together with the initial contribution referred
to in the Original Trust Agreement, shall constitute the initial Owner Trust
Estate. The Reserve Account Initial Deposit shall be deposited in the Reserve
Account pursuant to Section 5.7(a) of the Sale and Servicing Agreement and the
Yield Supplement Account Initial Deposit shall be deposited in the Yield
Supplement Account pursuant to Section 5.6(a) of the Sale and Servicing
Agreement. The Depositor shall pay the organizational expenses of the Issuer as
they may arise or shall, upon the request of the Owner Trustee, promptly
reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

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


<PAGE>
                                                                               4


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

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

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

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

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

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

<PAGE>
                                                                               5


                  SECTION 2.10. Liability of Certificateholders and Class R
Certificateholder. Neither any Certificateholder nor the Class R
Certificateholder shall have any personal liability for any liability or
obligation of the Issuer.

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

                           (1) first, among the Certificateholders as of the
                  close of the last day of such calendar month, in proportion to
                  their ownership of the principal amount of Certificates
                  outstanding on such date, an amount of gross income equal to
                  the amount of (i) interest that accrues in such calendar month
                  on the Certificates in accordance with their terms, including
                  interest accruing thereon at the Certificate Rate monthly,
                  (ii) interest on amounts previously due under the Certificates
                  and not yet paid as provided therein and (iii) any gross
                  income of the Trust attributable to discount on the
                  Receivables that corresponds to any excess of the principal
                  amount of the Certificates over the initial issue price; and

                           (2) the balance of gross income, if any, to the Class
                  R Certificateholder.

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

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

<PAGE>
                                                                               6


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

                  (b) To the extent that an allocation of the gross amount of
deductions and losses to the Class R Certificateholder pursuant to Section
2.12(a) above would cause the Capital Account of the Class R Certificateholder
to be reduced below zero, such excess deductions and losses shall be allocated
to the Certificateholders on a pro rata basis until each of their Capital
Accounts has been reduced to zero. If any amount of gross deduction or loss has
not been allocated pursuant to the preceding sentence because all of the
Certificateholders' Capital Accounts have been reduced to zero, the amount of
such remaining unallocated deductions or losses shall be allocated to the Class
R Certificateholder.

                  (c) If any deductions or losses have been allocated to the
Certificateholders under Section 2.12(b) above, an amount of gross income shall
be allocated to such Certificateholders under this Section 2.12(c) in subsequent
taxable years sufficient to offset the amount of any deductions or losses
previously allocated to such Certificateholders under Section 2.12(b) above and,
thereafter, allocations of gross income and deductions shall be made in
accordance with Sections 2.11 and 2.12(a) of this Agreement.

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

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


<PAGE>
                                                                               7


                                  ARTICLE III

                     CERTIFICATES AND TRANSFER OF INTERESTS
                     --------------------------------------

                  SECTION 3.1. Initial Ownership; Class R Certificate.

                  Upon the formation of the Issuer by the contributions by the
Depositor pursuant to Section 2.5 and until the issuance of the Certificates,
the Depositor shall be the sole beneficiary of the Trust. Concurrently with the
transfer of the Receivables to the Issuer pursuant to the Sale and Servicing
Agreement, the Class R Certificate shall be issued to the Depositor in the form
of Exhibit A-1, which is incorporated herein by reference. The Class R
Certificate shall be executed on behalf of the Issuer by manual or facsimile
signature of an Authorized Officer or other authorized signatory of the Owner
Trustee. The Class R Certificate bearing the manual or facsimile signature of an
individual who was, at the time when such signature shall have been affixed,
authorized to sign on behalf of the Issuer, shall be validly issued and entitled
to the benefit of this Agreement, notwithstanding that such individual shall
have ceased to be so authorized prior to the authentication and delivery of the
Class R Certificate or did not hold such office at the date of authentication
and delivery of the Class R Certificate. The Class R Certificate shall not
entitle the holder thereof to any benefit under this Agreement, or shall be
valid for any purpose, unless there shall appear on the Class R Certificate a
certificate of authentication substantially in the form set forth in Exhibit
A-1, executed by the Owner Trustee or JPMorgan Chase Bank, as the Owner
Trustee's authentication agent, by manual or facsimile signature; such
authentication shall constitute conclusive evidence that the Class R Certificate
shall have been duly authenticated and delivered hereunder. The Class R
Certificate shall be dated the date of its authentication. The Class R
Certificate (or any interest therein) may not be sold, assigned, participated,
pledged or otherwise transferred except by operation of law pursuant to the
merger or consolidation of the Class R Certificateholder or except to an
Affiliate of the Depositor.

                  SECTION 3.2. The Certificates. Upon initial issuance, the
Certificates shall each be in the form of Exhibit A-2, which is incorporated
herein by reference, and shall be issued as provided in Section 3.10 in an
aggregate principal amount equal to the Certificate Balance. The Certificates
shall be executed on behalf of the Issuer by manual or facsimile signature of an
Authorized Officer or other authorized signatory of the Owner Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Issuer, shall be validly issued and entitled to the benefit of
this Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates. No Certificate shall entitle the Holder to any
benefit under this Agreement, or shall be valid for any purpose, unless there
shall appear on such Certificate a certificate of authentication substantially
in the form set forth in Exhibit A-2, executed by the Owner Trustee or JPMorgan
Chase Bank, as the Owner Trustee's authentication agent, by manual or facsimile
signature; such authentication shall constitute conclusive evidence that such
Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. A transferee of a
Certificate shall become a Certificateholder, and shall be entitled to the
rights and subject to the obligations of a Certificateholder hereunder, upon due
registration of such Certificate in such transferee's name pursuant to Section
3.4.

<PAGE>
                                                                               8


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

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

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

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

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


<PAGE>
                                                                               9


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

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

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

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

<PAGE>
                                       10


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

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

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

                  SECTION 3.9. Appointment of Paying Agent. The Owner Trustee
may appoint a Paying Agent with respect to the Certificates. The Owner Trustee
hereby appoints JPMorgan Chase Bank as the initial Paying Agent. The Paying
Agent shall have the revocable power to withdraw funds from the Certificate
Distribution Account, make distributions to Certificateholders from the
Certificate Distribution Account pursuant to Section 5.2 and shall report the
amounts of such distributions to the Owner Trustee. The Owner Trustee may revoke
such power and remove the Paying Agent if the Owner Trustee determines in its
sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect or for other good
cause. The Paying Agent shall be permitted to resign upon 30 days' written
notice to the Owner Trustee and the Servicer. In the event that JPMorgan Chase
Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company and may
be the Owner Trustee), with the consent of the Depositor (which consent shall
not be unreasonably withheld). The Owner Trustee shall cause such successor
Paying Agent or any additional Paying Agent appointed by the Owner Trustee
(unless it is the Owner Trustee) to execute and deliver to the Owner Trustee an
instrument in which such successor Paying Agent or additional Paying Agent shall
agree with the Owner Trustee that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The
Paying Agent shall return all unclaimed funds to the Owner Trustee and upon the
removal of a Paying Agent, such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.1, 7.3, 7.4, 7.6,
8.1 and 8.2 shall apply to the Owner Trustee also in its role as Paying Agent,
for so long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

<PAGE>
                                                                              11


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

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

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

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

                                    (d) the rights of Certificate Owners of the
                  Book-Entry Certificates shall be exercised only through the
                  Clearing Agency (or to the extent Certificateholders are not
                  Clearing Agency Participants, through the Clearing Agency
                  Participants through which such Certificateholders own
                  Book-Entry Certificates), and shall be limited to those
                  established by law and agreements between such Certificate
                  Owners and the Clearing Agency and/or Clearing Agency
                  Participants, and all references in this Agreement to actions
                  by Certificateholders shall refer to actions taken by the
                  Clearing Agency upon instructions from the Clearing Agency
                  Participants, and all references in this Agreement to
                  distributions, notices, reports and statements to
                  Certificateholders shall refer to distributions, notices,
                  reports and statements to the Clearing Agency, as registered
                  holder of the Certificates, as the case may be, for
                  distribution to Certificateholders in accordance with the
                  procedures of the Clearing Agency. Pursuant to the Certificate
                  Depository Agreement, unless and until Definitive Certificates
                  are issued pursuant to Section 3.12, the initial Clearing
                  Agency will make book-entry transfers among Clearing Agency
                  Participants and receive and transmit payments of principal of
                  and interest on the Book-Entry Certificates to such Clearing
                  Agency Participants; and

<PAGE>
                                                                              12


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


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

                  SECTION 3.12. Definitive Certificates. If (a) the Servicer
advises the Owner Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Certificates, and the Servicer is unable to locate a qualified successor, (b)
the Servicer at its option elects to terminate the book-entry system through the
Clearing Agency, or (c) after the occurrence of an Event of Servicing
Termination or Event of Default, Certificate Owners of the Certificates
representing beneficial interests aggregating not less than a majority of the
Certificate Balance advise the Clearing Agency through the Clearing Agency
Participants, and the Owner Trustee, in writing, and if the Clearing Agency
shall so notify the Owner Trustee, that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of Certificate
Owners, then the Owner Trustee shall notify the Clearing Agency of the
occurrence of any such event, which shall be responsible to notify the
Certificate Owners of the occurrence of such event and of the availability of
the Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of the typewritten Certificate or
Certificates representing the Book-Entry Certificates by the Clearing Agency,
accompanied by re-registration instructions, the Owner Trustee shall execute,
authenticate, or cause to be authenticated, and (if the Certificate Registrar is
different than the Owner Trustee, then the Certificate Registrar shall) deliver
the Definitive Certificates in accordance with the instructions of the Clearing
Agency. Neither the Certificate Registrar nor the Owner Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, all references herein to obligations imposed upon or to
be performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Certificate Registrar, to the extent applicable with respect to
such Definitive Certificates, and the Owner Trustee and the Paying Agent shall
recognize the Holders of the Definitive Certificates as Certificateholders. The
Definitive Certificates shall be printed, lithographed or engraved or may be
produced in any other matter as is reasonably acceptable to the Owner Trustee,
as evidenced by its execution thereof.

<PAGE>
                                                                              13


                  SECTION 3.13. Authenticating Agent.

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

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

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

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

<PAGE>
                                                                              14


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

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

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



                                    __________________________________ ,
                                        as Owner Trustee


                                    By:
                                        ________________________________
                                        Authorized Officer


                                                or


                                        ________________________________
                                        as Authenticating Agent
                                        for the Owner Trustee,


                                        ________________________________
                                        Authorized Officer


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

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

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


<PAGE>
                                                                              15


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

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE
                            ------------------------

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


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

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

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

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

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

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


<PAGE>
                                                                              16


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

                  SECTION 4.2. Action by Certificateholders with Respect to
Certain Matters. The Owner Trustee shall not have the power, except upon the
direction of the Certificateholders, to (a) remove the Servicer under the Sale
and Servicing Agreement pursuant to Article VIII thereof, (b) remove the
Administrator under the Administration Agreement pursuant to Section 8 thereof
or (c) except as expressly provided in the Basic Documents, sell the Receivables
or any interest therein after the termination of the Indenture. The Owner
Trustee shall take the actions referred to in the preceding sentence only upon
written instructions signed by the Certificateholders.

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

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

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

                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
                   ------------------------------------------

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

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

<PAGE>
                                                                              17



                  Amounts on deposit in the Certificate Distribution Account
shall not be invested.

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

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

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

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

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


<PAGE>
                                                                              18


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

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

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

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

                  The Class R Certificateholder shall be the "tax matters
partner" of the Issuer pursuant to the Code.

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


<PAGE>
                                                                              19


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

                           (b) Each Owner's Capital Account shall be reduced by
                  any amount distributed to such Owner (including, in the case
                  of the Class R Certificateholder, any amount released or
                  otherwise distributed to the Class R Certificateholder from
                  the Yield Supplement Account or the Reserve Account under
                  Section 5.6 or 5.7, respectively, of the Sale and Servicing
                  Agreement) and any items in the nature of deductions or losses
                  that are allocated to such Owner pursuant to Section 2.12 or
                  2.13.

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

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

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE
                      -------------------------------------

                  SECTION 6.1. General Authority. The Owner Trustee is
authorized and directed to execute and deliver the Basic Documents to which the
Issuer is named as a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Issuer is named
as a party, including, without limitation, any filing authorizations authorizing
the filing of a financing statement on form UCC-1 with the Secretary of State of
the State of Delaware, and any amendment thereto, in each case, in such form as
the Depositor shall approve as evidenced conclusively by the Owner Trustee's
execution thereof, and, on behalf of the Issuer at the written direction of the
Depositor, to direct the Indenture Trustee to authenticate and deliver Class A-1
Notes in the aggregate principal amount of $212,000,000, Class A-2 Notes in the
aggregate principal amount of $286,000,000, Class A-3 Notes in the aggregate
principal amount of $234,000,000 and Class A-4 Notes in the aggregate principal
amount of $243,000,000. In addition to the foregoing, the Owner Trustee is
authorized, but shall not be obligated, to take all actions required of the
Issuer pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time to take such action as the Administrator recommends or directs
in writing with respect to the Basic Documents.

<PAGE>
                                       20


                  SECTION 6.2. General Duties. It shall be the duty of the Owner
Trustee to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and the other Basic Documents and to
administer the Issuer in the interest of Certificateholders and the Class R
Certificateholder, subject to the Basic Documents and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder and
under the Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the
Owner Trustee or the Issuer hereunder or under any other Basic Document, and the
Owner Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement.

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

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

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

<PAGE>
                                                                              21



                  SECTION 6.4. No Duties Except as Specified in this Agreement
or in Instructions. The Owner Trustee shall undertake to perform such duties and
only such duties as are specifically set forth in this Agreement and the other
Basic Documents, and no implied covenants or obligations shall be read into this
Agreement or the other Basic Documents. The Owner Trustee shall not have any
duty or obligation to manage, make any payment with respect to, register,
record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to
otherwise take or refrain from taking any action under, or in connection with,
any document contemplated hereby to which the Owner Trustee is a party, except
as expressly provided by the terms of this Agreement or in any document or
written instruction received by the Owner Trustee pursuant to Section 6.3; and
no implied duties or obligations shall be read into this Agreement or any Basic
Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
Commission filing for the Issuer or to record this Agreement or any other Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any Liens
on any part of the Owner Trust Estate that result from actions by, or claims
against, the Owner Trustee, in its individual capacity, that are not related to
the ownership or the administration of the Owner Trust Estate.

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

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

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


<PAGE>
                                                                              22


                                  ARTICLE VII

                            CONCERNING OWNER TRUSTEE
                            ------------------------

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

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

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

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

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

<PAGE>
                                                                              23


                           (e) The Owner Trustee shall not be responsible for
                  and makes no representation as to the validity or adequacy of
                  this Agreement or for the due execution hereof by the
                  Depositor or for the form, character, genuineness,
                  sufficiency, value or validity of any of the Owner Trust
                  Estate or for or in respect of the validity or sufficiency of
                  the Basic Documents, other than the certificate of
                  authentication on the Certificates or the Class R Certificate,
                  shall not be accountable for the use or application by the
                  Depositor of the proceeds from the Certificates, and the Owner
                  Trustee shall in no event assume or incur any liability, duty
                  or obligation to any Noteholder, any Certificateholder or the
                  Class R Certificateholder, other than as expressly provided
                  for herein and in the Basic Documents. The Owner Trustee shall
                  at no time have any responsibility or liability for or with
                  respect to the legality, validity and enforceability of any
                  Receivable, or the perfection and priority of any security
                  interest created by any Receivable in any Financed Vehicle or
                  the maintenance of any such perfection and priority; or the
                  ability of the Owner Trust Estate to generate the payments to
                  be distributed to Certificateholders under this Agreement or
                  the Noteholders under the Indenture, including: the existence,
                  condition and ownership of any Financed Vehicle; the existence
                  and enforceability of any insurance thereon; the existence and
                  contents of any Receivable on any computer or other record
                  thereof; the validity of the assignment of any Receivable to
                  the Issuer or of any intervening assignment; the completeness
                  of any Receivable; the performance or enforcement of any
                  Receivable; the compliance by the Depositor or the Servicer
                  with any warranty or representation made under any Basic
                  Document or in any related document or the accuracy of any
                  such warranty or representation or any action of the Indenture
                  Trustee, the Administrator or the Servicer or any subservicer
                  taken in the name of the Owner Trustee;

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

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


<PAGE>
                                                                              24


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

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

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

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

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

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

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

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


<PAGE>
                                                                              25


                  SECTION 7.4. Reliance; Advice of Counsel. (a) The Owner
Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Owner Trustee
may accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer, secretary or other authorized officers of the relevant party,
as to such fact or matter, and such certificate shall constitute full protection
to the Owner Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.

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

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

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


<PAGE>
                                                                              26


                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE
                          -----------------------------

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

                  SECTION 8.2. Indemnification. In accordance with Section 7.2
of the Sale and Servicing Agreement, the Servicer shall be liable as primary
obligor for, and shall indemnify the Owner Trustee (in such capacity or
individually) and its successors, assigns, agents and servants (collectively,
the "Indemnified Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against the Owner
Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement, the other Basic Documents, the Owner Trust Estate, the administration
of the Owner Trust Estate or the action or inaction of the Owner Trustee
hereunder, except only that the Servicer shall not be liable for or required to
indemnify the Owner Trustee from and against Expenses arising or resulting from
any of the matters described in the third sentence of Section 7.1. The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. If any
suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any
Indemnified Party in respect of which indemnity may be sought pursuant to this
Section 8.2, such Indemnified Party shall promptly notify the Servicer in
writing, and the Servicer upon request of the Indemnified Party shall retain
counsel reasonably satisfactory to the Indemnified Party (or, with the consent
of the Servicer, counsel selected by the Indemnified Party acceptable to the
Servicer) to represent the Indemnified Party and any others the Servicer may
designate in such proceeding and shall pay the reasonable fees and expenses of
such counsel related to such proceeding. The Servicer shall not be liable for
any settlement of any claim or proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the
plaintiff, the Servicer agrees to indemnify any Indemnified Party from and
against any loss or liability by reason of such settlement or judgment. The
Servicer shall not, without the prior written consent of the Indemnified Party,
effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such proceeding.

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


<PAGE>
                                                                              27


                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT
                         ------------------------------

                  SECTION 9.1. Termination of Trust Agreement. (a) The Issuer
shall dissolve on the Payment Date next succeeding the month which is six months
after the final distribution by the Owner Trustee of all moneys or other
property or proceeds of the Owner Trust Estate in accordance with the terms of
the Indenture, the Sale and Servicing Agreement and Article V, including the
payment to the Certificateholders of all amounts required to be paid to them
pursuant to this Agreement; provided, however, that in no event shall the Trust
created by this Agreement continue beyond the expiration of 21 years from the
date of this Agreement. The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder, any Certificate Owner or the Class R
Certificateholder shall not (x) operate to terminate this Agreement or the
Issuer, nor (y) entitle such Certificateholder's, such Certificate Owner's or
the Class R Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Issuer or the Owner Trust Estate nor (z)
otherwise affect the rights, obligations and liabilities of the parties hereto.

                  (b) Except as provided in clause (a), none of the Depositor,
the Class R Certificateholder or any Certificateholder shall be entitled to
revoke or terminate the Trust.

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

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


<PAGE>
                                                                              28


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

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

                                   ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
             ------------------------------------------------------

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

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

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


<PAGE>
                                                                              29


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

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

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

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

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

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


<PAGE>
                                                                              30


                  SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Issuer, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee alone shall have the
power to make such appointment. If the Delaware Trustee shall become incapable
of acting, resign or be removed, unless the Owner Trustee is qualified to act as
the Delaware Trustee, a successor co-trustee shall promptly be appointed in the
manner specified in this Section 10.5 to act as the Delaware Trustee. No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 10.1 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.3.

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

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

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

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


<PAGE>
                                                                              31


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

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

                                   ARTICLE XI

                                  MISCELLANEOUS
                                  -------------

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

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

<PAGE>
                                                                              32


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

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

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

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

                  SECTION 11.2. No Legal Title to Owner Trust Estate in
Certificateholders. Neither the Class R Certificateholder nor the
Certificateholders shall have legal title to any part of the Owner Trust Estate.
The Certificateholders shall be entitled to receive distributions with respect
to their undivided ownership interest therein only in accordance with Articles V
and IX. The Class R Certificateholder shall be entitled to receive distributions
with respect to its ownership interest therein only in accordance with the Sale
and Servicing Agreement and this Agreement. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders or of the
Class R Certificateholder to and in their respective ownership interests in the
Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate.

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

                  SECTION 11.4. Notices. (a) Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in writing and
shall be deemed given upon receipt personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested and shall be deemed
to have been duly given upon receipt, if to the Owner Trustee, addressed to
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration, if to the
Depositor or the Class R Certificateholder, addressed to, Chase Manhattan Bank
USA, National Association, c/o Chase Manhattan Automotive Finance Corporation,
900 Stewart Avenue, Garden City, New York 11530, Attn: Financial Controller; or,
as to each party, at such other address as shall be designated by such party in
a written notice to each other party.


<PAGE>
                                       33


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

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

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

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

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

                  SECTION 11.9. No Petition.

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

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

<PAGE>
                                                                              34


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

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

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

                  SECTION 11.13. Disclosure. Notwithstanding anything herein to
the contrary, Chase USA and the Owner Trustee (and any employee, representative
or other agent of both Chase USA and the Owner Trustee) may disclose to any and
all persons, without limitation of any kind, the U.S. federal income tax
treatment and tax structure of the transactions contemplated by this Agreement
and all materials of any kind (including opinions or other tax analyses) that
are provided to it relating to such tax treatment and tax structure. However,
any such information relating to the U.S. federal income tax treatment or tax
structure is required to be kept confidential to the extent necessary to comply
with any applicable federal or state securities laws.



<PAGE>
                                                                              35


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

                               WILMINGTON TRUST COMPANY,
                                 as Owner Trustee


                                By: /s/ Janel R. Havrilla
                                    ---------------------------------------
                                    Name:  Janel R. Havrilla
                                    Title:  Financial Services Officer




                               CHASE MANHATTAN BANK USA,
                                 NATIONAL ASSOCIATION,
                                 as Depositor


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




<PAGE>


                                                                    EXHIBIT A-1


THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NEITHER THIS CLASS R CERTIFICATE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD OR OTHERWISE TRANSFERRED OTHER THAN IN COMPLIANCE WITH THE TRUST
AGREEMENT.

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

                     CHASE MANHATTAN AUTO OWNER TRUST 2003-C

                               CLASS R CERTIFICATE

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

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

         THIS CERTIFIES THAT Chase Manhattan Bank USA, National Association is
the registered owner of 100% of the beneficial ownership interest in certain
distributions of Chase Manhattan Auto Owner Trust 2003-C (the "Issuer") formed
by Chase Manhattan Bank USA, National Association, a national banking
association (the "Depositor").

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is the Class R Certificate referred to in the within-mentioned
Trust Agreement.


   WILMINGTON TRUST COMPANY,                WILMINGTON TRUST COMPANY,
----------------------------------          ------------------------
not in its individual capacity but    or    not in its individual capacity but
solely as Owner Trustee                     solely as Owner Trustee

By:_______________________________          By:_______________________________
                                               Authenticating Agent


<PAGE>



         Issuer was created pursuant to a Trust Agreement dated as of October
28, 2003 (the "Trust Agreement"), between the Depositor and Wilmington Trust
Company, as owner trustee (the "Owner Trustee"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in Section 1.1 of the Sale and Servicing Agreement between the Issuer and
Chase Manhattan Bank USA, National Association, as Seller and Servicer, dated as
of December 9, 2003, as the same may be amended or supplemented from time to
time (the "Sale and Servicing Agreement").

         This Class R Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Class R Certificate by virtue of the acceptance hereof assents
and by which such holder is bound.

         The holder of this Class R Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Class R Certificate are
limited to amounts distributable to it pursuant to the Sale and Servicing
Agreement and the Trust Agreement.

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

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

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

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

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


<PAGE>


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


                                       CHASE MANHATTAN AUTO
                                         OWNER TRUST 2003-C

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

Dated: December 16, 2003               By:
                                           ----------------------------------



<PAGE>



                                                                     EXHIBIT A-2

NUMBER                                                       $25,000,000
R-A-1                                                        CUSIP NO. 161581DF7

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

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

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

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

                     CHASE MANHATTAN AUTO OWNER TRUST 2003-C

                         2.78% ASSET BACKED CERTIFICATE

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

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

         THIS CERTIFIES THAT CEDE & CO. is the registered owner of $25,000,000
nonassessable, fully-paid, beneficial ownership interest in certain
distributions of Chase Manhattan Auto Owner Trust 2003-C (the "Issuer") formed
by Chase Manhattan Bank USA, National Association, a national banking
association (the "Depositor"). This Certificate has a Certificate Rate of 2.78%
per annum.



<PAGE>


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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

By: __________________________              By:_______________________________
                                               Authenticating Agent


<PAGE>



         Issuer was created pursuant to a Trust Agreement dated as of October
28, 2003 (the "Trust Agreement"), between the Depositor and Wilmington Trust
Company, as owner trustee (the "Owner Trustee"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in Section 1.1 of the Sale and Servicing Agreement between the Issuer and
Chase Manhattan Bank USA, National Association, as Seller and Servicer, dated as
of December 9, 2003, as the same may be amended or supplemented from time to
time (the "Sale and Servicing Agreement").

         This Certificate is one of the duly authorized Certificates of the
Issuer designated as "2.78% Asset Backed Certificates" (herein called the
"Certificates"). Issued under the Indenture dated as of December 9, 2003,
between the Issuer and Wells Fargo Bank Minnesota, National Association, as
trustee (the "Indenture"), are four classes of Notes designated as "Class A-1
1.14% Asset Backed Notes" (the "Class A-1 Notes"), "Class A-2 1.60% Asset Backed
Notes" (the "Class A-2 Notes"), "Class A-3 2.26% Asset Backed Notes" (the "Class
A-3 Notes") and "Class A-4 2.94% Asset Backed Notes" (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes, the "Notes"). This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which
Trust Agreement the holder of this Certificate by virtue of the acceptance
hereof assents and by which such holder is bound.

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

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

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

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


<PAGE>


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

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

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

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


                                          CHASE MANHATTAN AUTO
                                             OWNER TRUST 2003-C

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

Dated: December 16, 2003                  By: _________________________________



<PAGE>


                                   ASSIGNMENT


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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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


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


Dated:
                                          __________________________________(1)
                                          Signature Guaranteed:




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