-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fz+4kjIC4SGyrnv7WEh2HdY/TYGhXOPZsIpIp4bqcbmMkk9rphdaaAh6o+jVD57A blafz1biTEzW3CAHb5j6DQ== 0000889812-97-001997.txt : 19970918 0000889812-97-001997.hdr.sgml : 19970918 ACCESSION NUMBER: 0000889812-97-001997 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 19970917 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN RV OWNER TRUST 1997-A CENTRAL INDEX KEY: 0001042651 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-32263-02 FILM NUMBER: 97681878 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN BANK /NY/ CENTRAL INDEX KEY: 0000835271 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 134994650 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-32263-01 FILM NUMBER: 97681879 BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANK DATE OF NAME CHANGE: 19930521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN BANK USA CENTRAL INDEX KEY: 0000869090 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-32263 FILM NUMBER: 97681880 BUSINESS ADDRESS: STREET 1: 802 DELAWARE AVE STREET 2: 13TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025755000 MAIL ADDRESS: STREET 1: 802 DELAWARE AVE 13TH FL STREET 2: 802 DELAWARE AVE 13TH FL CITY: WILMINGTON STATE: DE ZIP: 19801 S-3/A 1 AMENDMENT TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 17, 1997 Registration No. 333-32263/-01/-02 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 -------------- CHASE MANHATTAN RV OWNER TRUST 1997-A (Issuer of Securities) CHASE MANHATTAN BANK THE CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION (Depositors of the Trust described herein) (Exact name as specified in registrants' charter) United States New York (States or other jurisdictions of incorporation) 22-2382028 13-4994650 (I.R.S. employer identification numbers) 802 Delaware Avenue 270 Park Avenue Wilmington, Delaware 19801 New York, New York 10017 (302) 575-5000 (212) 270-6000 (Address, including zip code, and telephone number, including area code, of registrant's Principal Executive Office) ANDREW T. SEMMELMAN ANTHONY J. HORAN Secretary Secretary Chase Manhattan Bank USA, National Association The Chase Manhattan Bank 802 Delaware Avenue 270 Park Avenue Wilmington, Delaware 19801 New York, New York 10017 (302) 575-5033 (212) 270-7122 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: MARTIN R. JOYCE LAURA PALMA WILLIAM A. GRAY The Chase Manhattan Bank Simpson Thacher & Bartlett Orrick, Herrington & Sutcliffe LLP 270 Park Avenue 425 Lexington Avenue 666 Fifth Avenue New York, New York 10017 New York, New York 10017 New York, New York 10103
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Maximum Proposed Maximum Amount of Title of Securities to be Amount to be Aggregate Price Aggregate Registration Registered(1) Registered Per Unit(2) Offering Price(2) Fee(2) - ------------------------------------------------------------------------------------------------------------------------------------ Asset-Backed Securities $897,395,285.54 100% $897,395,285.54 $271,938 ====================================================================================================================================
(1) The Securities are also being registered for the purpose of market making. (2) Estimated solely for the purpose of calculating the registration fee. (3) Of which 271,634 is paid herewith, and $304 has been previously paid. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall thereafter become effective in accordance on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ RV INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 1997 PROSPECTUS $897,395,285.54 CHASE MANHATTAN RV OWNER TRUST 1997-A $852,500,000.00 ASSET BACKED NOTES $ 44,895,285.54 ASSET BACKED CERTIFICATES CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION THE CHASE MANHATTAN BANK SELLERS THE CIT GROUP/SALES FINANCING, INC. SERVICER Chase Manhattan RV Owner Trust 1997-A (the 'TRUST' or the 'ISSUER'), created pursuant to an Amended and Restated Trust Agreement, to be dated as of September 1, 1997, among Chase Manhattan Bank USA, National Association, a national banking association (continued on following page) THE NOTES REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN, THE TRUST ONLY AND DO NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, THE CHASE MANHATTAN BANK, THE CIT GROUP/SALES FINANCING, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE NOTES OR CERTIFICATES IS A DEPOSIT AND NONE OF THE NOTES OR CERTIFICATES IS INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE 'FDIC'). THE RECEIVABLES ARE NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- PROSPECTIVE INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE INFORMATION SET FORTH UNDER THE HEADING 'RISK FACTORS' COMMENCING ON PAGE 12 HEREIN. - --------------------------------------------------------------------------------
AGGREGATE UNDERWRITING PRINCIPAL INTEREST FINAL SCHEDULED PRICE TO DISCOUNT AND PROCEEDS TO AMOUNT RATE(1) DISTRIBUTION DATE PUBLIC(2) COMMISSION SELLERS(3) --------------- -------- ------------------- ---------- ------------ ----------- CLASS A-1 NOTES $ 59,500,000.00 % OCTOBER 15, 1998 % % % CLASS A-2 NOTES $119,000,000.00 % AUGUST 15, 2000 % % % CLASS A-3 NOTES $113,000,000.00 % FEBRUARY 15, 2002 % % % CLASS A-4 NOTES $ 73,000,000.00 % DECEMBER 16, 2002 % % % CLASS A-5 NOTES $132,000,000.00 % NOVEMBER 15, 2004 % % % CLASS A-6 NOTES $ 88,000,000.00 % DECEMBER 15, 2005 % % % CLASS A-7 NOTES $ 57,000,000.00 % OCTOBER 16, 2006 % % % CLASS A-8 NOTES $ 85,000,000.00 % DECEMBER 17, 2007 % % % CLASS A-9 NOTES $ 61,000,000.00 % DECEMBER 15, 2008 % % % CLASS A-10 NOTES $ 65,000,000.00 % MARCH 15, 2010 % % % CERTIFICATES $ 44,895,285.54 % AUGUST 15, 2017 % % % TOTAL $897,395,285.54 $ $ $
(1) Certificate Rate, in the case of the Certificates. (2) Plus accrued interest, if any, from the Closing Date. (3) Before deduction of expenses estimated at $852,000. - -------------------------------------------------------------------------------- This Prospectus may be used by Chase Securities Inc., an affiliate of each of the Sellers and a subsidiary of The Chase Manhattan Corporation (the 'CORPORATION'), in connection with offers and sales related to market-making transactions in the Securities. Chase Securities Inc. may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. The Securities are being offered by the Underwriters, subject to prior sale, when, as and if issued to and accepted by the Underwriters, subject to approval of certain legal matters by counsel for the Underwriters. The Underwriters reserve the right to reject orders in whole or in part. It is expected that the Notes and the Certificates will be delivered in book-entry form, on or about September , 1997 (the 'CLOSING DATE') through the facilities of, in the case of the Notes, The Depository Trust Company ('DTC'), Cedel Bank, societe anonyme ('CEDEL') or the Euroclear System ('EUROCLEAR') and, in the case of the Certificates, DTC, in each case against payment therefor in immediately available funds. Underwriters of the Notes CHASE SECURITIES INC. BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO. SALOMON BROTHERS INC Underwriter of the Certificates CHASE SECURITIES INC. THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1997. (continued from preceding page) ('CHASE USA'), The Chase Manhattan Bank, a New York banking corporation ('CHASE,' and together with Chase USA, the 'SELLERS'), and Wilmington Trust Company, as Owner Trustee ('OWNER TRUSTEE'), will issue $59,500,000 aggregate principal amount of Class A-1 % Asset Backed Notes (the 'CLASS A-1 NOTES'), $119,000,000 aggregate principal amount of Class A-2 % Asset Backed Notes (the 'CLASS A-2 NOTES'), $113,000,000 aggregate principal amount of Class A-3 % Asset Backed Notes (the 'CLASS A-3 NOTES'), $73,000,000 aggregate principal amount of Class A-4 % Asset Backed Notes (the 'CLASS A-4 NOTES'), $132,000,000 aggregate principal amount of Class A-5 % Asset Backed Notes (the 'CLASS A-5 NOTES'), $88,000,000 aggregate principal amount of Class A-6 % Asset Backed Notes (the 'CLASS A-6 NOTES'), $57,000,000 aggregate principal amount of Class A-7 % Asset Backed Notes (the 'CLASS A-7 NOTES'), $85,000,000 aggregate principal amount of Class A-8 % Asset Backed Notes (the 'CLASS A-8 NOTES'), $61,000,000 aggregate principal amount of Class A-9 % Asset Backed Notes (the 'CLASS A-9 NOTES') and $65,000,000 aggregate principal amount of Class A-10 % Asset Backed Notes (the 'CLASS A-10 NOTES' and, together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class A-6 Notes, Class A-7 Notes, Class A-8 Notes and Class A-9 Notes, the 'NOTES') pursuant to an indenture (as amended and supplemented from time to time, the 'INDENTURE') to be dated as of September 1, 1997, between the Trust and Norwest Bank Minnesota, National Association, as indenture trustee (the 'INDENTURE TRUSTEE'). The Trust will also issue $44,895,285.54 aggregate principal amount of % Asset Backed Certificates (the 'CERTIFICATES' and, together with the Notes, the 'SECURITIES'). The assets of the Trust will consist of a pool of retail installment sales contracts and purchase money notes and other notes secured by new and used recreational vehicles, certain monies received or due thereunder on and after September 1, 1997 (the 'CUTOFF DATE'), security interests in the recreational vehicles financed thereby, amounts on deposit in the Collection Account, the Note Distribution Account, the Certificate Distribution Account, the Paid-Ahead Account and the Reserve Account and proceeds from claims and other rights to payment on certain insurance policies, all as more fully described herein. The Notes will be secured by the assets of the Trust pursuant to the Indenture. Interest on each class of Notes will accrue at the applicable fixed per annum interest rate specified above. Interest on the Notes will generally be payable on the 15th day of each month (each, a 'DISTRIBUTION DATE'), commencing October 15, 1997. Principal of the Notes will be payable on each Distribution Date to the extent described herein, except that no principal will be paid on any class of Notes until all the Notes with preceding class designations have been paid in full. The Certificates will represent fractional undivided interests in the assets of the Trust. Interest, to the extent of the Certificate Rate, will be generally distributed to the Certificateholders (as defined herein) on each Distribution Date. Principal, to the extent described herein, will be distributed to the Certificateholders on each Distribution Date commencing with the Distribution Date on which the Notes have been paid in full. Distributions of interest on and principal of the Certificates will be subordinated in priority to payments due on the Notes to the extent described herein. Each class of Notes will be payable in full on the Final Scheduled Distribution Date with respect to such class specified above. The final scheduled Distribution Date with respect to the Certificates will be the August 2017 Distribution Date. Investors should be aware that payment in full of a class of Notes or the Certificates could occur earlier than such dates as described herein. In addition, the Certificates will be subject to prepayment in whole, but not in part, on any Distribution Date on which The CIT Group/Sales Financing, Inc. ('CITSF'), in its capacity as servicer (in such capacity, the 'SERVICER'), exercises its option to purchase the Receivables. The Servicer may purchase all the Receivables on any Distribution Date following the last day of a Collection Period on which the Pool Balance (as defined herein) shall have declined to 5% or less of the Cutoff Date Pool Balance (as defined herein). The Securities initially will be represented by Notes and Certificates registered in the name of Cede & Co. ('CEDE'), the nominee of DTC. The interests of beneficial owners of the Securities will be ii represented by book entries on the records of DTC and participating members thereof (the 'PARTICIPANTS'). Definitive Notes or Definitive Certificates (each as defined herein) will be available only under the limited circumstances described herein. There currently is no secondary market for the Securities and there is no assurance that one will develop. The Underwriters expect, but are not obligated, to make a market in the Securities, and there is no assurance that any such market will develop or continue. CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES, INCLUDING OVER-ALLOTMENT TRANSACTIONS, STABILIZING TRANSACTIONS, SYNDICATE COVERING TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE 'UNDERWRITING' HEREIN. Upon receipt of a request by an investor, or his or her representative, within the period during which there is a prospectus delivery obligation, the Underwriters will transmit or cause to be transmitted promptly, without charge and in addition to any such delivery requirements, a paper copy of this Prospectus or this Prospectus encoded in an electronic format. AVAILABLE INFORMATION The Sellers have filed with the Securities and Exchange Commission (the 'COMMISSION') a Registration Statement (together with all amendments and exhibits thereto, referred to herein as the 'REGISTRATION STATEMENT') under the Securities Act of 1933, as amended (the 'SECURITIES ACT'), with respect to the Securities offered pursuant to this Prospectus. For further information, reference is made to the Registration Statement and any reports and other documents incorporated herein by reference as described below under 'Incorporation of Certain Documents by Reference,' which may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's regional offices at Northwestern Atrium Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of the Registration Statement may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Chase Manhattan Bank, on behalf of the Trust, will agree to file or cause to be filed with the Commission such periodic reports as are required under the Securities Exchange Act of 1934, as amended (the 'EXCHANGE ACT'), and the rules and regulations of the Commission thereunder. In addition, the Commission maintains a public access site on the Internet through the World Wide Web, at which site reports, information statements and other information, including all electronic filings, regarding the Sellers may be viewed. The Internet address of such World Wide Web site is http://www.sec.gov. REPORTS TO SECURITYHOLDERS Unless and until Definitive Securities (as defined herein) are issued, unaudited monthly reports and annual reports containing information concerning the Trust and prepared by the Servicer will be sent on behalf of the Trust only to Cede, as the nominee of DTC and the registered holder of the Securities. See 'Certain Information Regarding the Securities--Book-Entry Registration,' '--Definitive Securities' and '--Reports to Securityholders.' Such reports will not constitute financial statements prepared in accordance with United States generally accepted accounting principles or that have been examined and reported upon by, with an opinion expressed by, an independent public or certified public accountant. None of the Sellers or the Servicer intends to send any of its financial reports to Securityholders or to the owners of beneficial interests in the Securities. iii INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE All documents filed on behalf of the Trust with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Prospectus and prior to the termination of the offering of the Securities, shall be deemed to be incorporated by reference herein and to be part hereof. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Servicer will provide without charge to each person to whom a copy of this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference, except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to the Servicer, Attention: Securitization Department. Telephone requests for such copies should be directed to the Servicer at (201) 740-5408. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain of the matters discussed under the captions 'The Receivables Pool--Delinquencies and Net Losses' and 'Weighted Average Life of the Securities--ABS Tables' may constitute forward-looking statements within the meaning of Section 7A of the Securities Act, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Receivables to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. iv SUMMARY OF TERMS This Summary of Terms is qualified in its entirety by reference to the detailed information appearing elsewhere herein. Certain capitalized terms used in this Summary are defined elsewhere herein on the pages indicated in the 'Index of Terms.' Issuer.................................... Chase Manhattan RV Owner Trust 1997-A (the 'TRUST' or the 'ISSUER'), a Delaware business trust created pursuant to an amended and restated trust agreement (as amended and supplemented, the 'TRUST AGREEMENT'), to be dated as of September 1, 1997, among the Sellers and the Owner Trustee. Sellers................................... Chase USA and Chase (also referred to herein together as the 'SELLERS' or the 'BANKS'). None of the Sellers or any of their affiliates has guaranteed, insured or is otherwise obligated with respect to the Securities. See 'Risk Factors--Limited Assets; Subordination.' Servicer.................................. The CIT Group/Sales Financing, Inc., a Delaware corporation ('CITSF,' or in such capacity, the 'SERVICER'), a wholly-owned subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ('CIT'). The Servicer will be responsible for managing, administering, servicing and making collections on the Receivables and serving as an administrator of the Trust. Neither CITSF nor any of its affiliates has guaranteed, insured or is otherwise obligated with respect to the Securities. CIT is partially owned by the Corporation, the parent of each of the Sellers. See 'The CIT Group/Sales Financing, Inc., Servicer' herein. Chase RV Finance.......................... Prior to the Servicing Transfer, Chase and Chase USA, each a wholly-owned subsidiary of the Corporation, together with several of their affiliates, were engaged in the recreational vehicle financing and recreational vehicle loan servicing business. As used herein, the term 'CHASE RV FINANCE' refers to such business of the Sellers, their respective predecessors and their affiliates, and such term does not include what was the recreational vehicle financing and recreational vehicle loan servicing business of The Chase Manhattan Bank, National Association ('CHASE N.A.') or any of its affiliates prior to the Chase/Chemical Merger. Prior to the Servicing Transfer, the servicing of Recreational Vehicle Loans by Chase RV Finance was performed by Chase Financial Management Corporation ('CFMC'), an Ohio corporation headquartered in Cleveland, Ohio and a subsidiary of Chase USA. On June 3, 1997, the right to service or subservice the Recreational Vehicle Loans and certain other loans then serviced by CFMC was sold to CITSF (such transaction, the 'SERVICING TRANSFER'). CITSF began servicing such Recreational Vehicle Loans and other loans on August 18, 1997. In connection with the Servicing Transfer, CITSF agreed to serve as Servicer under the Sale and Servicing Agreement. Following the Servicing Transfer, none of the Sellers and their affiliates (other than CIT and its affiliates) is financing or
1 servicing Recreational Vehicle Loans. The documents effecting the Servicing Transfer are referred to herein as the 'SERVICING TRANSFER AGREEMENTS.' Indenture Trustee......................... Norwest Bank Minnesota, National Association, a national banking association, as Indenture Trustee under the Indenture. The Indenture Trustee's Corporate Trust Office is located at Norwest Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0070, telephone (612) 667-8058. The Banks, the Servicer and their respective affiliates may have normal banking relationships with the Indenture Trustee and its affiliates. Owner Trustee............................. Wilmington Trust Company, a Delaware banking corporation, as trustee under the Trust Agreement (the 'OWNER TRUSTEE'). The Owner Trustee's Corporate Trust Office is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, telephone (302) 651-1000. The Banks, the Servicer and their respective affiliates may have normal banking relationships with the Owner Trustee and its affiliates. The Notes................................. Class A-1 % Asset Backed Notes in the aggregate principal amount of $59,500,000.00. Class A-2 % Asset Backed Notes in the aggregate principal amount of $119,000,000.00. Class A-3 % Asset Backed Notes in the aggregate principal amount of $113,000,000.00. Class A-4 % Asset Backed Notes in the aggregate principal amount of $73,000,000.00. Class A-5 % Asset Backed Notes in the aggregate principal amount of $132,000,000.00. Class A-6 % Asset Backed Notes in the aggregate principal amount of $88,000,000.00. Class A-7 % Asset Backed Notes in the aggregate principal amount of $57,000,000.00. Class A-8 % Asset Backed Notes in the aggregate principal amount of $85,000,000.00. Class A-9 % Asset Backed Notes in the aggregate principal amount of $61,000,000.00. Class A-10 % Asset Backed Notes in the aggregate principal amount of $65,000,000.00. The Notes will be issued by the Trust pursuant to an Indenture to be dated as of September 1, 1997 (the 'INDENTURE'), between the Trust and the Indenture Trustee. The Notes will be secured by the assets of the Trust. The Notes will be available for purchase in book-entry form only in minimum denominations of $1,000 and integral multiples thereof. The Noteholders will not be entitled to receive Definitive Notes, except in the limited circumstances described herein. Noteholders may elect to hold their Notes through DTC (in the United States) or Cedel or Euroclear (in
2 Europe). All references herein to Noteholders shall reflect the rights of Noteholders, as such rights may be exercised through DTC and its Participants (including Cedel and Euroclear), except as otherwise specified herein. See 'Description of the Notes--General' and 'Certain Information Regarding the Securities--Book-Entry Registration' herein. The Certificates.......................... % Asset Backed Certificates with an initial Certificate Balance of $44,895,285.54. The Certificates will represent fractional undivided interests in the assets of the Trust (subject to the rights of the Noteholders as described herein) and will be issued pursuant to the Trust Agreement. The Certificates will be available for purchase in minimum denominations of $1,000 and integral multiples thereof. The Certificateholders will not be entitled to receive Definitive Certificates, except in the limited circumstances described herein. All references herein to Certificateholders shall reflect the rights of Certificateholders, as such rights may be exercised through DTC and its Participants, except as otherwise specified herein. See 'Description of the Certificates--General' and 'Certain Information Regarding the Securities--Book-Entry Registration' herein. No beneficial interest in a Certificate may be held directly or indirectly by a Foreign Investor. Each purchaser of Certificates and its assignees will be deemed to represent (i) that the beneficial owners of such Certificates are not Foreign Investors, and (ii) that it is not a Plan and that no Plan Assets of any Plan were used to acquire the Certificates. The rights of Certificateholders to receive distributions with respect to the Certificates will be subordinated to the rights of the Noteholders to receive interest on and principal of the Notes in the manner described herein. The Trust................................. The Trust is a business trust created under the laws of Delaware pursuant to the Trust Agreement. The activities of the Trust are limited by the terms of the Trust Agreement to acquiring, owning and managing the Receivables, issuing and making payments on the Securities and other activities related thereto. The assets of the Trust will include (i) the Receivables, including (A) with respect to Simple Interest Receivables, certain monies received thereunder on or after the Cutoff Date, and (B) with respect to Precomputed Receivables, certain monies due thereunder on or after the Cutoff Date, (ii) such amounts as from time to time may be held in one or more Trust Accounts established and maintained pursuant to the Sale and Servicing Agreement, as described herein, (iii) security interests in the Financed Vehicles, (iv) proceeds from the exercise of any Seller's recourse rights against Dealers, (v) proceeds from claims and other rights to payment on certain insurance policies, and (vi) any and all proceeds of the foregoing. The Receivables........................... The Receivables are retail installment sales contracts and purchase money notes and other notes secured by new and
3 used recreational vehicles (the 'FINANCED VEHICLES'). On the Closing Date, the Sellers will transfer the Receivables to the Trust in exchange for the Securities pursuant to a Sale and Servicing Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the 'SALE AND SERVICING AGREEMENT'), among the Trust, the Sellers and the Servicer. Chase will transfer Receivables to the Trust having an aggregate Principal Balance of $782,259,686.73 as of the Cutoff Date, and Chase USA will transfer Receivables to the Trust having an aggregate Principal Balance of $115,135,598.81 as of the Cutoff Date. See 'Description of the Transfer and Servicing Agreements' herein. The Receivables consist of all of the Recreational Vehicle Loans owned by the Sellers which met the criteria stated herein as of the Cutoff Date. No Receivable has a scheduled maturity that, after giving prospective effect to any permitted extensions or deferrals, would be later than July 31, 2017 (the 'FINAL SCHEDULED MATURITY DATE'). As of the Cutoff Date, the weighted average remaining maturity of the Receivables was approximately 130.42 months and the weighted average original maturity of the Receivables was approximately 169.06 months. The aggregate Principal Balance of the Receivables as of the Cutoff Date (the 'CUTOFF DATE POOL BALANCE') was $897,395,285.54, and the aggregate Principal Balance of the Receivables as of each of their respective origination dates (the 'ORIGINAL POOL BALANCE') was $1,112,869,763.05. The 'POOL BALANCE' as of any date will equal the aggregate Principal Balance of the Receivables as of the close of business on such date. Terms of the Notes........................ The principal terms of the Notes are described below: Distribution Dates. Payments of interest on and principal of the Notes will be made on the 15th day of each month or, if any such day is not a Business Day, on the next succeeding Business Day, commencing October 15, 1997. Payments will be made to holders of record of the Notes (the 'NOTEHOLDERS') as of the day immediately preceding such Distribution Date or, if Definitive Notes are issued, as of the last day of the preceding calendar month (each, a 'RECORD DATE'). A 'BUSINESS DAY' is a day on which banks located in New York, New York, Oklahoma City, Oklahoma, Wilmington, Delaware, and Minneapolis, Minnesota are open for the purpose of conducting a commercial banking business. Interest Rates. Each class of Notes will bear interest at the fixed rate per annum specified for such class on the cover page hereof. The interest rate for each class of Notes is referred to herein as an 'INTEREST RATE.' Interest. Interest on the outstanding principal amount of each class of Notes will accrue at the applicable Interest Rate from and including the Closing Date (in the case of the first
4 Distribution Date) or from and including the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date (each, an 'INTEREST ACCRUAL PERIOD'). On each Distribution Date, the Indenture Trustee will distribute pro rata to the Noteholders of each class accrued interest at the applicable Interest Rate on the outstanding principal balance generally to the extent of the Available Amount after the Servicer has been paid the Servicer Payment. See 'Description of the Transfer and Servicing Agreements--Distributions' herein. Interest on the the Class A-1 Notes will be calculated on the basis of a 360-day year based on the actual number of days elapsed during the related Interest Accrual Period, and interest on the other classes of Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Notes of any class for any Distribution Date due but not paid on such Distribution Date will be due on the next Distribution Date in addition to an amount equal to interest on such amount at the applicable Interest Rate (to the extent lawful). See 'Description of the Notes--Payments of Interest' and 'Description of the Transfer and Servicing Agreements-- Distributions' herein. Principal. Principal of the Notes will be payable on each Distribution Date in an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, to the extent of the Available Amount remaining after the Servicer has been paid the Servicer Payment, the Noteholders' Interest Distributable Amount has been deposited into the Note Distribution Account and the Certificateholders' Interest Distributable Amount has been deposited into the Certificate Distribution Account. The Noteholders' Principal Distributable Amount for a Distribution Date will equal 100% of the Principal Distributable Amount for such Distribution Date until the Notes have been paid in full and will be calculated by the Servicer in the manner described under 'Description of the Transfer and Servicing Agreements--Distributions.' No principal payments will be made on any class of Notes until all Notes with preceding class designations have been paid in full. For example, no principal payments will be made on the Class A-2 Notes until the Class A-1 Notes have been paid in full, and no principal payments will be made on the Class A-3 Notes until the Class A-2 Notes have been paid in full. No principal will be distributed to the Certificateholders until the Notes have been paid in full. The outstanding principal amount of each class of Notes, to the extent not previously paid, will be payable on the Distribution Date specified for such class on the cover page hereof (each, a 'NOTE FINAL SCHEDULED DISTRIBUTION DATE') from funds available therefor as described herein.
5 Terms of the Certificates................. The principal terms of the Certificates are described below: Distribution Dates. Distributions with respect to the Certificates will be made on each Distribution Date, commencing October 15, 1997. Distributions will be made to holders of record of the Certificates (the 'CERTIFICATEHOLDERS' and, together with the Noteholders, the 'SECURITYHOLDERS') as of the related Record Date. Certificate Rate. % per annum (the 'CERTIFICATE RATE'). Interest. Interest in respect of a Distribution Date will accrue during the related Interest Accrual Period. On each Distribution Date, the Owner Trustee will distribute pro rata to Certificateholders accrued interest at the Certificate Rate on the outstanding Certificate Balance generally to the extent of the Available Amount remaining after the Servicer has been paid the Servicer Payment and the Noteholders' Interest Distributable Amount has been deposited into the Note Distribution Account. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Distributions of interest on the Certificates are subordinated to payment of interest on the Notes. If an Event of Default occurs and the Notes are accelerated, Certificateholders will not be entitled to receive any distributions of interest or principal until the Notes have been paid in full. See 'Description of the Notes--the Indenture' herein. Interest on the Certificates for any Distribution Date due but not paid on such Distribution Date will be due on the next Distribution Date in addition to an amount equal to interest on such amount at the Certificate Rate (to the extent lawful). Principal. No distributions of principal of the Certificates will be made until the Notes have been paid in full. On each Distribution Date commencing on the Distribution Date on which the Notes are paid in full, principal of the Certificates will be payable in an amount generally equal to the Certificateholders' Principal Distributable Amount for such Distribution Date, to the extent of the Available Amount remaining after the Servicer has been paid the Servicer Payment, interest and principal have been paid in respect of the Notes and interest has been paid in respect of the Certificates. The Certificateholders' Principal Distributable Amount for each Distribution Date generally will equal 100% of the Principal Distributable Amount (after payment of any outstanding Notes in full) and will be calculated by the Servicer in the manner described under 'Description of the Transfer and Servicing Agreements--Distributions' herein. The outstanding principal amount, if any, of the Certificates is expected to be paid in full on the August 2017 Distribution Date (the 'CERTIFICATE FINAL SCHEDULED DISTRIBUTION DATE'). Optional Prepayment. After the Notes have been paid in full, the Certificates will be prepaid on any Distribution Date on which the Servicer exercises its option to purchase the Receivables, and the Certificates will be retired. Such
6 prepayment may occur on any Distribution Date following the last day of any Collection Period as of which the Pool Balance declines to 5% or less of the Cutoff Date Pool Balance. See 'Description of the Certificates--Optional Prepayment' herein. Limited Rights. If an Event of Default occurs under the Indenture, except as described herein, the Certificateholders will not have any right to direct or to consent to any remedies therefor exercisable by the Indenture Trustee, including the sale of the Receivables, until the Notes have been paid in full, and if an Event of Servicing Termination occurs, the Certificateholders will not have any right to direct or consent to removal of the Servicer or the waiver of such Event of Servicing Termination until the Notes have been paid in full. See 'Risk Factors--Rights of Noteholders and Certificateholders' and 'Description of the Transfer and Servicing Agreements--Rights Upon Event of Servicing Termination' and '--Waiver of Past Defaults' herein. Reserve Account........................... The Sellers will establish a reserve account (the 'RESERVE ACCOUNT') in the name of the Indenture Trustee on behalf of the Noteholders and the Certificateholders to be pledged by the Trust to the Indenture Trustee as collateral for the Notes. The Reserve Account will be funded with an initial deposit by the Sellers of cash or certain investments having a value of $13,460,929.28 (1.5% of the Cutoff Date Pool Balance) (the 'RESERVE ACCOUNT INITIAL DEPOSIT'). In addition, on each Distribution Date, any remaining Available Amount with respect to the preceding calendar month (the 'COLLECTION PERIOD' with respect to such Distribution Date) after payment of the Servicing Payment to the Servicer and deposits into the Note Distribution Account and the Certificate Distribution Account have been made will be deposited into the Reserve Account. On each Distribution Date, any amounts on deposit in the Reserve Account in excess of the Specified Reserve Account Balance will be distributed to the Sellers in accordance with the Sale and Servicing Agreement. On or prior to each Deposit Date, the Owner Trustee will withdraw funds from the Reserve Account, to the extent of the funds therein, to the extent (x) the amounts required to be distributed to the Servicer, the Noteholders and the Certificateholders on the related Distribution Date exceeds (y) the Available Amount for such Distribution Date. Amounts so withdrawn will be deposited into the Collection Account. If the amount in the Reserve Account is reduced to zero and, in the case of the Noteholders, to the extent the subordination of amounts distributable to Certificateholders is insufficient, Noteholders and Certificateholders will bear the credit and other risks associated with ownership of the Receivables, including the risk that the Trust may not have a perfected security interest in the Financed Vehicles. See 'Description of the Transfer and Servicing Agreements--Subordination of the
7 Certificates; Reserve Account' and 'Certain Legal Aspects of the Receivables' herein. Specified Reserve Account Balance................................. On any Distribution Date, the specified reserve account balance (the 'SPECIFIED RESERVE ACCOUNT BALANCE') will equal 2.00% (3.00% under certain circumstances described herein) of the Pool Balance as of the related Settlement Date, but in no event will be less than the lesser of (i) $8,973,952.86 (1.00% of the Cutoff Date Pool Balance) and (ii) such Pool Balance. The Specified Reserve Account Balance with respect to any Distribution Date may be reduced to a lesser amount as determined by the Sellers, provided that such reduction does not adversely affect the rating by a Rating Agency of any class of Notes or the Certificates. Monthly Advances.......................... With respect to each Receivable as to which there has been a Payment Shortfall during the related Collection Period (other than a Payment Shortfall arising from a Receivable which has been prepaid in full or which has been subject to a Relief Act Reduction during the related Collection Period), on each Deposit Date the Servicer will be obligated to advance funds in the amount of such Payment Shortfall (each, a 'MONTHLY ADVANCE'), but only to the extent that the Servicer, in its good faith judgment, expects to recover such Monthly Advance from subsequent payments on such Receivable made by or on behalf of the obligor thereunder (the 'OBLIGOR') (but only to the extent of expected interest collections in the case of a Simple Interest Receivable) or from Net Liquidation Proceeds or insurance proceeds with respect to such Receivable. The Servicer shall be reimbursed for any Monthly Advance from subsequent collections with respect to such Receivable. If the Servicer determines in its good faith judgment that an unreimbursed Monthly Advance will not ultimately be recoverable from subsequent collections or that the related Receivable will be sold pursuant to the Sale and Servicing Agreement, the Servicer shall be reimbursed for such Monthly Advance from collections on all Receivables in accordance with the priority of distributions described herein. In determining whether a Monthly Advance is or will be nonrecoverable, the Servicer need not take into account any amounts it might receive in a deficiency judgment against an Obligor. The Servicer will not make a Monthly Advance in respect of (i) the principal component of any scheduled payment on a Simple Interest Receivable or (ii) a Payment Shortfall arising from a Receivable which has been prepaid in full or which has been subject to a Relief Act Reduction during the related Collection Period. See 'Description of the Transfer and Servicing Agreements--Monthly Advances' herein. 'PAYMENT SHORTFALL' means (i) with respect to any Simple Interest Receivable and any Collection Period, the excess of (A) the product of (1) one-twelfth of the Contract Rate of such Receivable and (2) the outstanding principal amount of such Receivable as of the related Settlement Date (or, in the case
8 of the first Collection Period, as of the Cutoff Date) over (B) the amount of interest, if any, collected on such Receivable during the related Collection Period and (ii) with respect to any Precomputed Receivable and any Collection Period, the excess of (A) the scheduled payment due on such Precomputed Receivable during the related Collection Period over (B) the amount with respect to such payment collected on such Receivable (including any amounts allocated from the Paid-Ahead Account with respect to such Collection Period). Collection Account; Priority of Payments................................ The Servicer will be required to remit collections (including Net Liquidation Proceeds) received with respect to the Receivables during the related Collection Period and any other amounts constituting the Available Amount to an account in the name of the Indenture Trustee (the 'COLLECTION ACCOUNT') on each Deposit Date, net of any amounts due or distributable to the Sellers and the Servicer to the extent described in 'Description of the Transfer and Servicing Agreement--Net Deposits' herein (except upon the occurrence of certain conditions described in 'Description of the Transfer and Servicing Agreement--Collections' herein). Pursuant to the Sale and Servicing Agreement, the Servicer will have the revocable power to instruct the Indenture Trustee or the Paying Agent to withdraw the Available Amount on deposit in the Collection Account and to apply such funds on each Distribution Date to the following (in the priority indicated): (i) the Servicer Payment (if not deducted from the Servicer's remittance as described herein), (ii) the Noteholders' Interest Distributable Amount into the Note Distribution Account, (iii) the Certificateholder's Interest Distributable Amount into the Certificate Distribution Account (except as described below), (iv) the Noteholders' Principal Distributable Amount into the Note Distribution Account and (v) the Certificateholders' Principal Distributable Amount into the Certificate Distribution Account. Notwithstanding the foregoing, if an Event of Default occurs and the maturity of the Notes is accelerated, the Certificateholders will not be entitled to receive any distributions in respect of the Certificates until the Notes have been paid in full. Paid-Ahead Amounts........................ Payments by or on behalf of Obligors on Precomputed Receivables which do not constitute scheduled payments or full prepayments ('PAID-AHEAD AMOUNTS') will be retained by the Servicer, will not be deposited into the Paid-Ahead Account at any time and will not be deposited into the Collection Account until such time as the paid-ahead payment falls due (except upon the occurrence of certain events described in 'Description of the Transfer and Servicing Agreement--Collections' herein). As of the Cutoff Date, the Servicer held $561,500.57 of Paid-Ahead Amounts on the
9 Receivables. See 'Description of the Transfer and Servicing Agreements--Paid-Ahead Precomputed Receivables' herein. Servicer Payment.......................... The Servicer will be entitled to receive a servicing fee, payable on each Distribution Date (the 'SERVICING FEE'), in an amount equal to the sum of (i) one-twelfth of the product of 0.50% (the 'SERVICING FEE RATE') and the Pool Balance as of the close of business on the last day of the second preceding Collection Period (the 'SETTLEMENT DATE') and (ii) any Administrative Fees paid by the Obligors during the related Collection Period. The 'SERVICER PAYMENT' with respect to any Distribution Date will be equal to the sum of the reimbursement then due to the Servicer for outstanding Monthly Advances and the Servicing Fee for such Distribution Date (including any unpaid Servicing Fees for past Distribution Dates). See 'Description of the Transfer and Servicing Agreements--Servicing Compensation' and '--Net Deposits' herein. Administration Agreements................. Each of CITSF and Chase, in its capacity as an administrator of the Trust (each, an 'ADMINISTRATOR'), will enter into an agreement (each, an 'ADMINISTRATION AGREEMENT') with the Trust and the Indenture Trustee. Pursuant to each Administration Agreement, each Administrator will agree to provide certain notices and to perform certain other administrative functions required of the Trust pursuant to the Transfer and Servicing Agreements and specified in such Administration Agreement as being the responsibility of such Administrator. See 'Description of the Transfer and Servicing Agreements--Administration Agreements' herein. Certain Federal Income Tax Considerations.......................... Upon issuance of the Securities, Simpson Thacher & Bartlett, special United States federal income tax counsel to the Sellers, will deliver its opinion generally to the effect that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. Each Noteholder, by the acceptance of a Note, will agree to treat the Notes as indebtedness, and each Certificateholder, by the acceptance of a Certificate, will agree to treat the Trust as a partnership in which the Certificateholders are partners for all United States federal, state and local tax purposes. Alternative characterizations of the Trust and the Certificates are possible, but would not result in materially adverse tax consequences to Certificateholders. See 'Certain Federal Income Tax Consequences' herein. Legal Investment.......................... The Class A-1 Notes will be eligible securities for purchase by money market funds under paragraph (a)(9) of Rule 2a-7 under the Investment Company Act of 1940, as amended. ERISA Considerations...................... Subject to the considerations described herein under 'ERISA Considerations,' the Notes are eligible for purchase with Plan Assets of any Plan. A fiduciary or other person contemplating purchasing the Notes on behalf of or with Plan Assets of any
10 Plan should carefully review with its legal advisors whether the purchase or holding of the Notes could give rise to a transaction prohibited or not otherwise permissible under ERISA or Section 4975 of the Code. The Certificates may not be acquired by or on behalf of a Plan or with Plan Assets. By its acceptance of a Certificate, each Certificateholder will be deemed to have represented and warranted that it is not subject to the foregoing limitations. The restrictions contained in the foregoing representation and warranty shall not apply to the acquisition or holding of Certificates with assets of the general account of an insurance company to the extent that the acquisition or holding, respectively, of such Certificates (i) is and will be permissible under Section 401(c) of ERISA and final regulations thereunder or another exemption under ERISA and (ii) does not and will not result in the contemplated operations of the Trust being treated as non-exempt prohibited transactions. Persons contemplating acquiring the Certificates should consult their counsel to determine whether they are purchasing on behalf of, or with Plan Assets of, any Plan. See 'ERISA Considerations' herein for additional information, including special considerations for purchasers using assets of an insurance company general account. Ratings of the Notes...................... It is a condition to the issuance of the Securities that (i) the Class A-1 Notes be rated in the highest short-term rating category and (ii) the Notes of each other class be rated in the highest long-term rating category, in each case by Moody's Investors Service, a division of Dun & Bradstreet ('MOODY'S'), Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies ('STANDARD & POOR'S') and Duff & Phelps Credit Rating Company ('DUFF & PHELPS,' and together with Moody's and Standard & Poor's, the 'RATING AGENCIES'). There can be no assurance that any rating will not be lowered or withdrawn by the related Rating Agency if, in its judgment, circumstances in the future so warrant. See 'Risk Factors--Ratings of the Securities' herein. Rating of the Certificates................ It is a condition to the issuance of the Securities that the Certificates be rated at least in the 'A' category, or its equivalent, by at least one Rating Agency. There can be no assurance that any rating will not be lowered or withdrawn by the related Rating Agency if, in its judgment, circumstances in the future so warrant. See 'Risk Factors--Ratings of the Securities' herein.
11 RISK FACTORS Investors should consider, among other things, the following risk factors in connection with any purchase of the Securities. LIMITED LIQUIDITY There is currently no secondary market for the Securities offered hereby. The Underwriters currently intend to make a market in the Securities, but are not under any obligation to do so. There can be no assurance that a secondary market will develop or, if a secondary market does develop, that it will provide the Securityholders with liquidity of investment or that it will continue for the life of the Securities. TRUST'S RELATIONSHIP TO THE SELLERS AND THE SERVICER The Notes represent obligations of, and the Certificates represent beneficial interests in, the Trust only and do not represent obligations of, or interests in, either Seller, the Servicer or any of their respective Affiliates. None of the Sellers or the Servicer is generally obligated to make any payments in respect of the Securities or the Receivables. See 'Description of the Transfer and Servicing Agreements--Sale and Assignment of Receivables' herein. SERVICING In connection with the Servicing Transfer, the right to service or subservice the Receivables and all other Recreational Vehicle Loans then serviced by CFMC was sold to CITSF. CITSF began servicing the Receivables on August 18, 1997. The Sellers and their affiliates (other than CIT and its affiliates) are no longer financing or servicing Recreational Vehicle Loans. Although steps were taken and will continue to be taken to ensure an orderly and efficient transfer of the servicing of the Receivables to CITSF, the Sellers anticipate a temporary increase in the number of delinquent Receivables during the first few months following such transfer. The Sale and Servicing Agreement provides that if, at the end of any calendar year or, in the case of 1997, the last four months of 1997, Aggregate Losses on the Receivables exceed 0.80% of the average of the month-end principal balances of the Receivables for each month in such calendar year or, in the case of 1997, partial calendar year, the Servicer may be replaced at the direction of the Sellers as described herein. There can be no assurance that the replacement of CITSF as Servicer would not adversely affect the performance of the Receivables or result in delays in payments on the Securities. See 'Description of the Transfer and Servicing Agreements--Certain Matters Regarding the Servicer' herein. The Servicing Transfer Agreements set forth certain requirements and restrictions with respect to CITSF's activities as Servicer, including a restriction on CITSF's ability to make any changes to the servicing policies and procedures applicable to the Receivables that would have a material effect on the collectibility of the Receivables without CFMC's consent. These requirements and restrictions could result in the Servicer's servicing the Receivables from time to time in accordance with policies and procedures which are materially different than those it follows with respect to its own serviced portfolio of recreational vehicle loans at such time. There can be no assurance that such requirements and restrictions will not adversely affect the performance of the Receivables. See 'Description of the Transfer and Servicing Agreements--Servicing and Insurance Procedures' herein. LIMITED ASSETS; SUBORDINATION The Trust will not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the Receivables and the amounts on deposit in the Reserve Account. Noteholders and Certificateholders generally must rely for repayment upon payments on the Receivables and, if and to the extent available on each Distribution Date to cover shortfalls in distributions of interest and principal on the Notes and the Certificates, amounts on deposit in the Reserve Account. However, funds deposited in the Reserve Account are limited in amount, and the amount required to be maintained on deposit therein will be reduced as the Pool Balance declines. If the amount on deposit in the Reserve Account is exhausted, and, in the case of the Noteholders, to the extent the 12 subordination of amounts distributable to Certificateholders is insufficient, the Trust will depend solely on current distributions on the Receivables to make payments on the Notes and the Certificates. The Securities will not be insured or guaranteed by the Sellers, the Servicer, the Owner Trustee, the Indenture Trustee or any affiliate thereof. Distributions of principal of the Certificates will be subordinated in priority of payment to payments of interest and principal due on the Notes. The Certificateholders will not receive any distributions of interest with respect to an Interest Accrual Period until the full amount of interest due on the Notes with respect to such Interest Accrual Period has been deposited in the Note Distribution Account, and if an Event of Default occurs and the Notes are accelerated, the Certificateholders will not receive any distributions of interest with respect to an Interest Accrual Period until the Notes are paid in full. The Certificateholders will not receive any distributions of principal until the Distribution Date on which the Notes are paid in full. See 'Description of the Transfer and Servicing Agreements--Distributions' herein. RATINGS OF THE SECURITIES It is a condition to the issuance of the Securities that (i) the Class A-1 Notes be rated in the highest short-term rating category by each Rating Agency, (ii) the Notes of each other class be rated in the highest long-term rating category by each Rating Agency and (iii) the Certificates be rated at least in the 'A' category, or its equivalent, by at least one Rating Agency. A rating is not a recommendation to purchase, hold or sell the Securities, inasmuch as such rating does not comment as to market price or suitability for a particular investor. The ratings of the Securities address the likelihood of the timely payment of interest on and ultimate payment of principal of the Securities pursuant to their terms. There can be no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by the related Rating Agency if in its judgment circumstances in the future so warrant. CERTAIN LEGAL ASPECTS Security Interest in Financed Vehicles. Perfection of security interests in the Financed Vehicles and enforcement of rights to realize upon the value of the Financed Vehicles as collateral for the Receivables are subject to a number of state laws, including the Uniform Commercial Code as adopted in each state and certificate of title statutes. In connection with the sale of the Receivables to the Trust, each Seller will assign its security interest in each individual Financed Vehicle to the Trust. However, due to administrative burden and expense, none of the Sellers, the Servicer or the Owner Trustee will amend the certificates of title or UCC-1 financing statements, if any, with respect to the Financed Vehicles to identify the Trust or the Indenture Trustee as the new secured party. In addition, the certificates of title and the UCC-1 financing statements with respect to the Financed Vehicles relating to those Receivables not originated by either Seller have not been and will not be amended to reflect any interim transfers of ownership of the security interests in such Financed Vehicles. See 'The Receivables Pool--Chase RV Finance' herein. In a majority of states, the assignment of a Receivable together with the related security interest is an effective conveyance of such security interest without amendment of any lien noted on the related certificate of title or of any UCC-1 financing statements, and the new owner of the Receivable succeeds to the original secured party's rights in the related Financed Vehicle as against creditors of the Obligor. In certain states, in the absence of such amendment and delivery or execution and filing of transfer instruments with the appropriate governmental authorities to reflect the successive assignments of the security interest in such Financed Vehicle, the related Seller (if not secured party of record), the Trust and/or the Indenture Trustee may not have a perfected security interest in such Financed Vehicle. Each Seller will be obligated to repurchase any Receivable sold by it to the Trust as to which such Seller has represented that the originator of such Receivable has a first perfected security interest in the Financed Vehicle securing such Receivable, if a breach of such representation shall materially adversely affect the interest of the Securityholders in such Receivable and if a breach of such representation shall not have been cured. If the Trust does not have a perfected security interest in a Financed Vehicle, the only recourse of the Trust with respect to third parties would be against the 13 related Obligor on an unsecured basis or (if the related originator did not have a perfected security interest in such Financed Vehicle) against the related Seller pursuant to its repurchase obligation. If the Trust does not have a perfected security interest in a Financed Vehicle, its ability to realize on such Financed Vehicle in the event of a default may be adversely affected. To the extent the security interest is perfected, the Trust will have a prior claim over subsequent purchasers of such Financed Vehicle and holders of subsequently perfected security interests in such Financed Vehicle. However, under the laws of many states, certain possessory liens for repairs and storage, as well as certain rights in favor of federal and state governmental authorities arising from the use of a motor vehicle in connection with illegal activities, may take priority even over a perfected security interest. Certain federal tax liens may have priority over the lien of a secured party. In addition, through fraud or negligence, the Trust could lose its security interest or the priority of its security interest in a Financed Vehicle. None of the Sellers or the Servicer will have an obligation to repurchase a Receivable as to which any of the aforementioned occurrences result in the Trust's losing the priority of its security interest or its security interest in such Financed Vehicle after the date such security interest was conveyed to the Trust (other than through fraud or negligence of a Seller or the Servicer). See 'Certain Legal Aspects of the Receivables--Security Interests in the Financed Vehicles' herein. Transfer of Receivables to the Trust. Each of the Sellers intends that the transfer of the Receivables by it to the Trust under the Sale and Servicing Agreement constitute a sale. In the event that either Seller were to become insolvent, the Federal Deposit Insurance Act ('FDIA'), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ('FIRREA'), sets forth certain powers that the FDIC may exercise if it were appointed receiver of such Seller. To the extent that a Seller has granted a security interest in the Receivables transferred by it to the Trust and that interest was validly perfected before such Seller's insolvency and was not taken in contemplation of insolvency or with the intent to hinder, delay or defraud such Seller or its creditors, that security interest would not be subject to avoidance by the FDIC as receiver of such Seller. Positions taken by the FDIC staff prior to the passage of FIRREA do not suggest that the FDIC, if appointed receiver of either Seller, would interfere with the timely transfer to the Trust of payments collected on the Receivables. If, however, the FDIC were to assert a contrary position, or were to require the Owner Trustee to establish its rights to those payments by submitting to and completing the administrative claims procedure established under the FDIA, or the conservator or receiver were to request a stay of proceedings with respect to such Seller as provided under the FDIA, delays in payments on the Securities and possible reductions in the amount of those payments could occur. GEOGRAPHIC CONCENTRATION OF RECEIVABLES Based on the Cutoff Date Pool Balance, 28.97%, 9.29% and 6.34% of the Receivables had Obligors (in the case of Receivables originated without the involvement of Dealers) or were originated by Dealers (in the case of Receivables originated with the involvement of Dealers) with mailing addresses in California, Texas and Florida, respectively. Because of the relative lack of geographic diversity, losses on the Receivables may be more sensitive to the economies of such states than would be the case if there were more geographic diversification. An economic downturn in California, Texas or Florida may have an adverse effect on the ability of Obligors in such states to meet their payment obligations under the Receivables. MATURITY AND PREPAYMENT CONSIDERATIONS The weighted average life of the Notes and the Certificates will generally be influenced by the rate at which the principal balances of the Receivables are paid, which payment may be in the form of scheduled amortization or prepayments. The Receivables are prepayable by the Obligors at any time. Prepayments may also result from Receivables becoming Liquidated Receivables. Any reinvestment risks resulting from a faster or slower incidence of prepayment of the Receivables will be borne entirely by the Securityholders. See also 'Description of the Transfer and Servicing Agreements--Termination' regarding the Servicer's option to purchase the Receivables. In addition, the Servicer may, on a case-by-case basis, permit extensions with respect to the Due Dates of payments on Receivables in accordance with the Servicing Transfer Agreements and the 14 Sale and Servicing Agreement. See 'Description of the Transfer and Servicing Agreements--Servicing and Insurance Procedures' herein. Any such deferrals or extensions may increase the weighted average life of the Securities. However, the Servicer will not be permitted to grant any such deferral or extension if as a result the final scheduled payment on a Receivable would fall after the Final Scheduled Maturity Date unless the Servicer purchases the affected Receivable. RISK OF COMMINGLING Under the Sale and Servicing Agreement, for so long as CITSF is the Servicer and CITSF satisfies certain requirements for making deposits less than daily, the Servicer will not be required to deposit payments on and proceeds of the Receivables collected during each Collection Period into the Collection Account until the related Deposit Date and will not be required to deposit Paid-Ahead Amounts into the Paid-Ahead Account or the Collection Account until such time as the paid-ahead payment falls due. Pending deposit into the Collection Account, as provided in the Servicing Transfer Agreements, collections will be transferred by the Servicer to CFMC and held by CFMC until the Business Day prior to the Deposit Date. The Servicer is required to make deposits into the Collection Account on the Deposit Date regardless of whether CFMC returns such funds to the Servicer. If the Servicer were unable to remit such funds (if, for example, CFMC fails to return such funds to the Servicer prior to the Deposit Date and the Servicer does not otherwise have funds available), the Securityholders might incur a loss. The Sellers or the Servicer may, in order to satisfy the requirements for making deposits less frequently than daily, obtain a letter of credit or other security for the benefit of the Trust to secure timely remittances of collections on the Receivables and payment of the aggregate Repurchase Amount with respect to Receivables repurchased by a Seller or purchased by the Servicer. See 'Description of the Transfer and Servicing Agreements--Collections' herein. INSURANCE Each Receivable requires the Obligor to obtain fire, theft and collision insurance or comprehensive and collision insurance with respect to the related Financed Vehicle. Since Obligors may choose their own insurers to provide the required coverage, the specific terms and conditions of their policies vary. Prior to August 18, 1997, in the event an obligor under a Recreational Vehicle Loan did not maintain the required insurance coverage with respect to the related financed vehicle and the outstanding balance and months remaining to maturity on such Recreational Vehicle Loan were greater than $5,000 and 15 months, respectively, CFMC purchased a collateral protection insurance policy on behalf of such obligor. Although insurance will continue to be required pursuant to the terms of the Receivables, none of the Sellers or CITSF as Servicer will be obligated to purchase collateral protection insurance on behalf of any Obligor, verify if any insurance required under a Receivable is being maintained by any Obligor or be obligated to pursue any remedies under any Receivable or applicable law as a result of any failure of an Obligor to maintain any such insurance. See 'Description of Transfer and Servicing Agreements--Servicing and Insurance Procedures' herein. As a result of this change in policy, the number of Financed Vehicles that are not covered by collateral protection insurance may be greater than that reflected in the historical performance of the Chase RV Finance Portfolio. The term 'CHASE RV FINANCE PORTFOLIO' refers to the portfolio of Recreational Vehicle Loans owned and/or serviced by Chase RV Finance prior to the Servicing Transfer (including the Recreational Vehicle Loans sold pursuant to prior securitizations which CFMC continued to service prior to the Servicing Transfer). RIGHTS OF NOTEHOLDERS AND CERTIFICATEHOLDERS In general, the Certificateholders may direct the Owner Trustee in the administration of the Trust. However, because the Trust will pledge the Trust property to the Indenture Trustee to secure the payment of the Notes, including in such pledge the rights of the Trust under the Sale and Servicing Agreement, the Indenture Trustee and not the Certificateholders will have the power to direct the Owner Trustee to take certain actions in connection with the administration of the Trust property until the Notes have been paid in full and the lien of the Indenture has been released. In addition, the Certificateholders will not be allowed to direct the Owner Trustee to take any action that conflicts with the provisions of the Sale and Servicing Agreement. The Indenture will specifically prohibit the Owner 15 Trustee from taking any action that would impair the Indenture Trustee's security interest in the Trust property and will require the Owner Trustee to obtain the consent of the Indenture Trustee or Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding before modifying, amending, supplementing, waiving or terminating any provision of the Sale and Servicing Agreement. Therefore, except as described herein, until the Notes have been paid in full, the ability to direct the Trust with respect to certain actions permitted to be taken under the Sale and Servicing Agreement rests with the Indenture Trustee and the Noteholders. If an Event of Default under the Indenture occurs and the Notes are accelerated, the Indenture Trustee will have the right or be required in certain circumstances to exercise remedies as a secured party, including selling the Receivables, to pay the principal of, and accrued interest on, the Notes. Upon the occurrence of an Event of Default, except as described herein, the Certificateholders will not have any right to direct or to consent to any actions by the Indenture Trustee until the Noteholders have been paid in full. There is no assurance that the proceeds of any sale of the Receivables would be equal to or greater than the aggregate outstanding principal amount of the Notes and the Certificate Balance plus, in each case, accrued interest thereon. Because neither interest nor principal is distributed to the Certificateholders following an Event of Default and acceleration of the Notes until the Notes have been paid in full, the interests of the Noteholders and the Certificateholders may conflict, and the exercise by the Indenture Trustee of its right to sell the Receivables or exercise other remedies may cause the Certificateholders to suffer a loss of all or part of their investment. See 'Description of the Notes--The Indenture--Events of Default; Rights upon Event of Default' herein. In the event that an Event of Servicing Termination occurs, the Indenture Trustee or Noteholders evidencing not less than a majority of the aggregate principal amount of the Notes then outstanding, as described under 'Description of the Transfer and Servicing Agreements--Rights upon an Event of Servicing Termination' herein, may remove the Servicer without the consent of the Owner Trustee or any of the Certificateholders. None of the Certificateholders will have the ability, with certain specified exceptions, to waive defaults by the Servicer, including defaults that could materially adversely affect the Certificateholders. See 'Description of the Transfer and Servicing Agreements--Waiver of Past Defaults' herein. THE TRUST GENERAL The Issuer, Chase Manhattan RV Owner Trust 1997-A, is a business trust created for the transaction described herein under the laws of the State of Delaware pursuant to a Certificate of Trust filed with the Secretary of State of the State of Delaware on July 17, 1997 and the Trust Agreement. The activities of the Trust are limited by the terms of the Trust Agreement to (i) acquiring, holding and managing the Receivables and the other assets of the Trust and proceeds thereof, (ii) issuing the Notes and the Certificates to finance such assets, (iii) making payments on the Notes and the Certificates issued by it and (iv) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The Trust will not acquire any contracts or assets other than the Trust property described below and will not have any need for additional capital resources. As the Trust does not have any operating history and will not engage in any activity other than acquiring and holding the Receivables, issuing the Notes and Certificates and making distributions thereon, there has not been included herein any historical or pro forma financial statements or ratio of earnings to fixed charges with respect to the Trust. Inasmuch as the Trust has no operating history, it is not possible to predict the operating performance of the Trust while the Notes and Certificates are outstanding. While management of each of the Sellers believes that the loss and delinquency experience contained herein for recent periods are representative of past performance of Recreational Vehicle Loans in the Chase RV Finance Portfolio, there is no assurance that such performance is indicative of the future performance of the Receivables, since future performance may be impacted by, among other things, general economic conditions and economic conditions in the geographical areas in which the Obligors reside including, for example, unemployment rates, the servicing by CITSF of the Receivables and the lack of force-placed insurance on uninsured Financed Vehicles. 16 The Certificate Balance represents the equity in the Trust. The Notes and the Certificates will be transferred to the Sellers by the Trust in exchange for the Receivables pursuant to the Sale and Servicing Agreement. The Trust property will include a pool (the 'RECEIVABLES POOL') comprised of retail installment sales contracts and purchase money notes and other notes secured by Financed Vehicles ('RECREATIONAL VEHICLE LOANS') and, except as described herein, (i) with respect to Simple Interest Receivables, all monies received thereunder on and after the Cutoff Date and (ii) with respect to Precomputed Receivables, all monies due thereunder on or after the Cutoff Date (including any outstanding Paid-Ahead Amounts) (collectively, the 'RECEIVABLES'). The Trust property will also include: (i) such amounts as from time to time may be held in one or more Trust Accounts established and maintained pursuant to the Sale and Servicing Agreement, as described herein; (ii) security interests in the Financed Vehicles; (iii) proceeds from the exercise of the Sellers' recourse rights against Dealers (as described herein under 'The Receivables Pools--Origination of Recreational Vehicle Loans'); and (iv) proceeds from claims and other rights to payment on theft and physical damage, credit life and credit disability insurance policies covering the Financed Vehicles or the Obligors, as the case may be, to the extent that such insurance policies relate to the Receivables. The Sale and Servicing Agreement sets forth criteria that must be satisfied by each Receivable. See 'Description of the Transfer and Servicing Agreements--Sale and Assignment of Receivables' herein. Each Receivable will be identified in one of the schedules appearing as exhibits to the Sale and Servicing Agreement. The Trust property will not include any Administrative Fees incurred by the Obligors prior to August 18, 1997, any forced-placed insurance premiums that are not included in the Principal Balances of the related Receivables ('EXCLUDED FORCED-PLACED INSURANCE PREMIUMS') or any scheduled payments due on the Precomputed Receivables prior to the Cutoff Date ('EXCLUDED PRECOMPUTED AMOUNTS'). If the protection provided to the Noteholders by the subordination of amounts distributable on the Certificates and the protection provided to the Securityholders by the Reserve Account is insufficient, the Trust will look only to the Obligors on the Receivables and the proceeds from the repossession and sale of Financed Vehicles that secure Liquidated Receivables to make payments on the Notes and distributions on the Certificates. In such event, certain factors, such as the Trust's not having a first priority perfected security interest in some of the Financed Vehicles, may affect the Trust's ability to realize on the collateral securing the Receivables, and thus may reduce the proceeds to be distributed to Securityholders with respect to the Securities. See 'Description of the Transfer and Servicing Agreements--Distributions,' '--Subordination of the Certificates; Reserve Account' and 'Certain Legal Aspects of the Receivables' herein. The Trust's principal offices are in Delaware at the address listed below under '--The Owner Trustee.' CAPITALIZATION OF THE TRUST The following table illustrates the capitalization of the Trust as of the Cutoff Date, as if the issuance and sale of the Notes and the Certificates had taken place on such date: Notes................................................ $852,500,000.00 Certificates......................................... 44,895,285.54 --------------- Total........................................... $897,395,285.54 --------------- ---------------
THE OWNER TRUSTEE Wilmington Trust Company is the Owner Trustee under the Trust Agreement. Wilmington Trust Company is a Delaware banking corporation and its principal offices are located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. Each Seller, the Servicer and their respective affiliates may maintain normal commercial banking relations with the Owner Trustee and its affiliates. 17 THE RECEIVABLES POOL GENERAL The Receivables held by the Trust will consist of all of the Recreational Vehicle Loans owned by the Sellers meeting several criteria as of the Cutoff Date, including the criteria stated below. Each Receivable: (i) is not secured by a Financed Vehicle in repossession status; (ii) has not been identified on the computer files of the Servicer as relating to an Obligor who has filed for bankruptcy; (iii) is not delinquent for 60 or more days; and (iv) was not originated by Chase N.A. or any of its affiliates prior to the Chase/Chemical Merger. Approximately 93.94% of the Cutoff Date Pool Balance were Simple Interest Receivables and approximately 6.06% of the Cutoff Date Pool Balance were Precomputed Receivables. Approximately 68.83% of the Cutoff Date Pool Balance related to New Financed Vehicles and approximately 31.17% of the Cutoff Date Pool Balance related to Used Financed Vehicles. As used herein, a 'NEW FINANCED VEHICLE' means a Financed Vehicle the model year of which was the year of origination of the related Receivable or a later year, and a 'USED FINANCED VEHICLE' means a Financed Vehicle the model year of which was earlier than the year of origination of the related Receivable. There can be no assurance that these definitions accurately identify all Financed Vehicles which were new or used at the time the related Receivables were originated. Approximately 28.97%, 9.29% and 6.34% of the Cutoff Date Pool Balance were Receivables whose Obligors (in the case of Receivables originated without the involvement of Dealers) or whose Dealers (in the case of Receivables originated with the involvement of Dealers) had mailing addresses in the States of California, Texas and Florida, respectively. Approximately 1.38% of the Cutoff Date Pool Balance were Receivables delinquent between 30 and 59 days as of the Cutoff Date. All statistical information with respect to the Receivables set forth in the following tables is given as of the Cutoff Date. 18 COMPOSITION OF THE RECEIVABLES
WEIGHTED AVERAGE AVERAGE CONTRACT RATE CUTOFF DATE CUTOFF DATE ORIGINAL AVERAGE ORIGINAL NUMBER OF (RANGE) POOL BALANCE PRINCIPAL BALANCE POOL BALANCE PRINCIPAL BALANCE RECEIVABLES - ----------------------- --------------- ----------------- ----------------- ----------------- ----------- 9.31% $897,395,285.54 $ 31,555.09 $1,112,869,763.05 $ 39,131.82 28,439 (6.5% to 17.9%) WEIGHTED WEIGHTED AVERAGE AVERAGE WEIGHTED AVERAGE ORIGINAL TERM REMAINING TERM CONTRACT RATE (RANGE (RANGE (RANGE) IN MONTHS) IN MONTHS) - ----------------------- ------------- -------------- 9.31% 169.06 130.42 (6.5% to 17.9%) (24-240) (1-236)
DISTRIBUTION BY CONTRACT RATE
PERCENTAGE OF AGGREGATE PERCENTAGE OF NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE CONTRACT RATE RANGE RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - ----------------------------------- ----------- --------------- --------------- ------------- 6.50 to 6.99%.................... 8 0.03% $ 447,481.78 0.05% 7.00 to 7.49%.................... 70 0.25 3,192,322.96 0.36 7.50 to 7.99%.................... 1,300 4.57 68,067,612.34 7.59 8.00 to 8.49%.................... 2,241 7.88 106,496,499.35 11.87 8.50 to 8.99%.................... 5,920 20.82 267,794,077.88 29.84 9.00 to 9.49%.................... 3,017 10.61 112,037,921.88 12.48 9.50 to 9.99%.................... 5,327 18.73 160,868,907.73 17.93 10.00 to 10.49%.................... 1,895 6.66 42,456,733.32 4.73 10.50 to 10.99%.................... 3,329 11.71 60,671,378.73 6.76 11.00 to 11.49%.................... 1,360 4.78 22,357,502.27 2.49 11.50 to 11.99%.................... 1,847 6.49 27,966,257.95 3.12 12.00 to 12.49%.................... 764 2.69 10,744,573.14 1.20 12.50 to 12.99%.................... 906 3.19 10,477,316.42 1.17 13.00 to 13.49%.................... 247 0.87 2,403,433.69 0.27 13.50 to 13.99%.................... 149 0.52 1,117,928.40 0.12 14.00 to 14.49%.................... 34 0.12 213,708.28 0.02 14.50 to 14.99%.................... 15 0.05 51,560.84 0.01 15.00 to 17.99%.................... 10 0.04 30,068.58 0.00 ----------- --------------- --------------- ------------- Total(1)...................... 28,439 100.00% $897,395,285.54 100.00% ----------- --------------- --------------- ------------- ----------- --------------- --------------- -------------
- ------------------ (1) Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding. 19 GEOGRAPHIC DISTRIBUTION(1)
PERCENTAGE OF AGGREGATE PERCENTAGE OF NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE STATE RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - --------------------------------------------- ----------- --------------- --------------- ------------- Alabama...................................... 753 2.65% $ 25,688,375.97 2.86% Alaska....................................... 156 0.55 5,657,193.93 0.63 Arizona...................................... 1,216 4.28 41,359,690.98 4.61 Arkansas..................................... 345 1.21 10,536,753.51 1.17 California................................... 8,479 29.81 259,953,002.48 28.97 Colorado..................................... 689 2.42 22,193,686.34 2.47 Connecticut.................................. 151 0.53 4,837,491.16 0.54 Delaware..................................... 50 0.18 1,254,632.19 0.14 District of Columbia......................... 3 0.01 30,279.55 0.00 Florida...................................... 1,538 5.41 56,934,480.60 6.34 Georgia...................................... 700 2.46 22,901,206.55 2.55 Hawaii....................................... 8 0.03 323,532.61 0.04 Idaho........................................ 79 0.28 3,171,744.81 0.35 Illinois..................................... 484 1.70 16,005,537.87 1.78 Indiana...................................... 105 0.37 4,157,275.70 0.46 Iowa......................................... 292 1.03 9,429,436.46 1.05 Kansas....................................... 147 0.52 4,323,992.50 0.48 Kentucky..................................... 74 0.26 2,165,596.59 0.24 Louisiana.................................... 392 1.38 10,684,332.36 1.19 Maine........................................ 87 0.31 2,640,244.19 0.29 Maryland..................................... 331 1.16 9,476,322.49 1.06 Massachusetts................................ 460 1.62 9,375,603.92 1.04 Michigan..................................... 190 0.67 9,509,775.55 1.06 Minnesota.................................... 314 1.10 10,882,370.82 1.21 Mississippi.................................. 288 1.01 9,772,000.45 1.09 Missouri..................................... 272 0.96 7,617,233.51 0.85 Montana...................................... 66 0.23 2,770,942.46 0.31 North Carolina............................... 1,090 3.83 23,117,366.45 2.58 North Dakota................................. 15 0.05 751,044.08 0.08 Nebraska..................................... 74 0.26 2,453,041.38 0.27 Nevada....................................... 363 1.28 12,287,433.06 1.37 New Hampshire................................ 195 0.69 4,311,822.56 0.48 New Jersey................................... 649 2.28 15,722,671.26 1.75 New Mexico................................... 470 1.65 11,103,826.03 1.24 New York..................................... 969 3.41 23,086,984.70 2.57 Ohio......................................... 286 1.01 13,938,264.69 1.55 Oklahoma..................................... 264 0.93 7,848,589.18 0.87 Oregon....................................... 663 2.33 33,434,224.86 3.73 Pennsylvania................................. 720 2.53 19,492,902.63 2.17 Rhode Island................................. 87 0.31 2,451,104.55 0.27 South Carolina............................... 355 1.25 8,859,341.87 0.99 South Dakota................................. 32 0.11 1,643,951.75 0.18 Tennessee.................................... 373 1.31 13,382,652.31 1.49 Texas........................................ 2,513 8.84 83,378,387.08 9.29 Utah......................................... 135 0.47 6,389,751.83 0.71 Vermont...................................... 42 0.15 897,694.82 0.10 Virginia..................................... 534 1.88 13,693,298.68 1.53 Washington................................... 316 1.11 15,119,060.88 1.68 West Virginia................................ 200 0.70 4,470,769.95 0.50 Wisconsin.................................... 364 1.28 13,694,332.51 1.53 Wyoming...................................... 42 0.15 1,703,447.53 0.19 Other........................................ 19 0.07 510,585.35 0.06 ----------- ------- --------------- ------------- Total(2)................................. 28,439 100.00% $897,395,285.54 100.00% ----------- ------- --------------- ------------- ----------- ------- --------------- -------------
- ------------------ (1) Based on the mailing address of the related Obligor (in the case of Receivables originated without involvement of Dealers) or the Dealer who originated the Receivable (in the case of Receivables originated with involvement of Dealers). (2) Dollar amounts and percentages may not add to the total or to 100.00, respectively, due to rounding. 20 DISTRIBUTION BY ORIGINAL TERM(1)
PERCENTAGE OF AGGREGATE PERCENTAGE OF NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE ORIGINAL TERM RANGE (MONTHS) RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - ------------------------------------------- ----------- --------------- --------------- ------------- 13 to 24................................. 3 0.01% $ 39,590.39 0.00% 25 to 36................................. 50 0.18 277,437.99 0.03 37 to 48................................. 151 0.53 705,822.66 0.08 49 to 60................................. 702 2.47 3,963,573.60 0.44 61 to 72................................. 316 1.11 2,097,852.85 0.23 73 to 84................................. 1,111 3.91 9,148,282.39 1.02 85 to 96................................. 1,072 3.77 9,601,599.52 1.07 97 to 108................................. 246 0.87 2,568,114.30 0.29 109 to 120................................. 5,515 19.39 72,229,615.93 8.05 121 to 132................................. 82 0.29 2,328,856.36 0.26 133 to 144................................. 3,400 11.96 66,967,702.21 7.46 145 to 156................................. 115 0.40 4,130,069.13 0.46 157 to 168................................. 149 0.52 7,835,553.43 0.87 169 to 180................................. 15,490 54.47 713,028,405.02 79.46 181 to 240................................. 37 0.13 2,472,809.76 0.28 ----------- --------------- --------------- ------------- Total(2).............................. 28,439 100.00% $897,395,285.54 100.00% ----------- --------------- --------------- ------------- ----------- --------------- --------------- -------------
- ------------------ (1) 'Original Term' with respect to any Receivable is such Receivable's original term as of its date of origination. (2) Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding. DISTRIBUTION BY REMAINING TERM(1)
PERCENTAGE OF AGGREGATE PERCENTAGE OF NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE REMAINING TERM RANGE (MONTHS) RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - ------------------------------------------- ----------- --------------- --------------- ------------- 0 to 12................................. 796 2.80% $ 1,715,703.65 0.19% 13 to 24................................. 1,092 3.84 5,553,392.15 0.62 25 to 36................................. 1,206 4.24 8,791,129.27 0.98 37 to 48................................. 1,594 5.60 14,797,254.03 1.65 49 to 60................................. 1,523 5.36 17,270,947.69 1.92 61 to 72................................. 1,979 6.96 29,882,124.88 3.33 73 to 84................................. 2,071 7.28 37,985,631.54 4.23 85 to 96................................. 1,664 5.85 36,432,874.64 4.06 97 to 108................................. 2,021 7.11 51,925,787.89 5.79 109 to 120................................. 2,210 7.77 69,089,482.09 7.70 121 to 132................................. 3,090 10.87 116,650,700.00 13.00 133 to 144................................. 3,257 11.45 144,937,513.58 16.15 145 to 156................................. 2,168 7.62 115,926,733.42 12.92 157 to 168................................. 2,511 8.83 160,776,188.46 17.92 169 to 180................................. 1,248 4.39 84,648,225.66 9.43 181 to 240................................. 9 0.03 1,011,596.59 0.11 ----------- --------------- --------------- ------------- Total(2).............................. 28,439 100.00% $897,395,285.54 100.00% ----------- --------------- --------------- ------------- ----------- --------------- --------------- -------------
- ------------------ (1) The 'Remaining Term' with respect to any Receivable is such Receivable's remaining term as of the Cutoff Date. (2) Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding. 21 DISTRIBUTION BY ORIGINAL PRINCIPAL BALANCE(1)
PERCENTAGE OF AGGREGATE PERCENTAGE OF ORIGINAL RECEIVABLE PRINCIPAL NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE BALANCE RANGE (MONTHS) RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - ------------------------------------------- ----------- --------------- --------------- ------------- $ 1 to less than $ 10,000............ 1,343 4.72% $ 5,100,459.54 0.57% $ 10,000 to less than $ 20,000............. 5,937 20.88 52,161,956.57 5.81 $ 20,000 to less than $ 30,000............. 5,055 17.77 91,085,959.86 10.15 $ 30,000 to less than $ 40,000............. 6,043 21.25 163,321,577.86 18.20 $ 40,000 to less than $ 50,000............. 4,162 14.63 150,261,521.36 16.74 $ 50,000 to less than $ 60,000............. 2,415 8.49 110,793,835.92 12.35 $ 60,000 to less than $ 70,000............. 1,103 3.88 61,357,361.39 6.84 $ 70,000 to less than $ 80,000............. 564 1.98 37,190,075.76 4.14 $ 80,000 to less than $ 90,000............. 296 1.04 21,960,033.88 2.45 $ 90,000 to less than $100,000............. 209 0.73 17,534,262.91 1.95 $100,000 to less than $120,000............. 436 1.53 42,366,885.99 4.72 $120,000 to less than $140,000............. 287 1.01 33,334,412.70 3.71 $140,000 to less than $160,000............. 191 0.67 25,636,089.03 2.86 $160,000 to less than $180,000............. 106 0.37 16,122,980.24 1.80 $180,000 to less than $200,000............. 84 0.30 14,103,150.70 1.57 $200,000 to less than $220,000............. 51 0.18 9,601,259.97 1.07 $220,000 to less than $240,000............. 28 0.10 5,714,829.00 0.64 $240,000 to less than $260,000............. 27 0.09 6,071,227.96 0.68 $260,000 to less than $280,000............. 20 0.07 4,838,726.60 0.54 $280,000 to less than $300,000............. 13 0.05 3,414,130.32 0.38 $300,000 to less than $340,000............. 20 0.07 5,685,005.07 0.63 $340,000 to less than $380,000............. 11 0.04 3,339,909.89 0.37 $380,000 to less than $420,000............. 13 0.05 4,726,219.79 0.53 $420,000 to less than $460,000............. 7 0.02 2,880,609.91 0.32 $460,000 to less than $500,000............. 8 0.03 3,531,136.31 0.39 $500,000 to less than $550,000............. 6 0.02 2,932,838.93 0.33 $550,000 to less than $720,000............. 4 0.01 2,328,828.08 0.26 ----------- --------------- --------------- ------------- Total(2):............................. 28,439 100.00% $897,395,285.54 100.00% ----------- --------------- --------------- ------------- ----------- --------------- --------------- -------------
- ------------------ (1) The 'Original Principal Balance' with respect to any Receivable is its Principal Balance as of its date of origination. (2) Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding. 22 DISTRIBUTION BY CUTOFF DATE PRINCIPAL BALANCE
PERCENTAGE OF AGGREGATE PERCENTAGE OF CUTOFF DATE PRINCIPAL NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE BALANCE RANGE (MONTHS) RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - ------------------------------------------- ----------- --------------- --------------- ------------- $ 1 to less than $ 10,000............ 6,030 21.20% $ 35,918,815.31 4.00% $ 10,000 to less than $ 20,000............. 5,081 17.87 74,981,566.37 8.36 $ 20,000 to less than $ 30,000............. 5,801 20.40 145,639,257.21 16.23 $ 30,000 to less than $ 40,000............. 4,837 17.01 167,214,912.04 18.63 $ 40,000 to less than $ 50,000............. 2,744 9.65 121,761,551.53 13.57 $ 50,000 to less than $ 60,000............. 1,346 4.73 73,293,720.77 8.17 $ 60,000 to less than $ 70,000............. 706 2.48 45,522,275.55 5.07 $ 70,000 to less than $ 80,000............. 390 1.37 29,014,173.27 3.23 $ 80,000 to less than $ 90,000............. 240 0.84 20,359,202.57 2.27 $ 90,000 to less than $100,000............. 240 0.84 22,854,061.55 2.55 $100,000 to less than $120,000............. 351 1.23 38,353,783.10 4.27 $120,000 to less than $140,000............. 219 0.77 28,148,290.15 3.14 $140,000 to less than $160,000............. 144 0.51 21,393,023.84 2.38 $160,000 to less than $180,000............. 88 0.31 14,903,905.62 1.66 $180,000 to less than $200,000............. 70 0.25 13,253,759.06 1.48 $200,000 to less than $220,000............. 28 0.10 5,857,830.37 0.65 $220,000 to less than $240,000............. 32 0.11 7,359,911.49 0.82 $240,000 to less than $260,000............. 14 0.05 3,469,547.15 0.39 $260,000 to less than $280,000............. 13 0.05 3,474,292.05 0.39 $280,000 to less than $300,000............. 13 0.05 3,748,191.56 0.42 $300,000 to less than $350,000............. 17 0.06 5,428,593.48 0.60 $350,000 to less than $400,000............. 11 0.04 4,144,243.21 0.46 $400,000 to less than $450,000............. 11 0.04 4,655,740.98 0.52 $450,000 to less than $500,000............. 8 0.03 3,802,357.19 0.42 $500,000 to less than $700,000............. 5 0.02 2,842,280.12 0.32 ----------- --------------- --------------- ------------- Total(1)................................... 28,439 100.00% $897,395,285.54 100.00% ----------- --------------- --------------- ------------- ----------- --------------- --------------- -------------
- ------------------------ (1) Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding. DISTRIBUTION BY AGE
PERCENTAGE OF AGGREGATE PERCENTAGE OF NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE MONTHS SINCE ORIGINATION RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - ------------------------------------------- ----------- --------------- --------------- ------------- 0 to 12................................. 1,862 6.55% $110,593,892.72 12.32% 13 to 24................................. 3,814 13.41 192,523,190.10 21.45 25 to 36................................. 3,818 13.43 138,377,249.18 15.42 37 to 48................................. 5,831 20.50 176,615,245.43 19.68 49 to 60................................. 5,180 18.21 132,992,086.15 14.82 61 to 72................................. 3,224 11.34 69,271,518.94 7.72 73 to 84................................. 2,036 7.16 34,629,731.97 3.86 85 to 96................................. 1,090 3.83 19,147,124.16 2.13 97 to 108................................. 785 2.76 13,932,945.31 1.55 109 to 120................................. 509 1.79 7,085,243.85 0.79 121 to 132................................. 188 0.66 1,824,681.44 0.20 133 to 144................................. 102 0.36 402,376.29 0.04 ----------- --------------- --------------- ------------- Total(1)................................... 28,439 100.00% $897,395,285.54 100.00% ----------- --------------- --------------- ------------- ----------- --------------- --------------- -------------
- ------------------------ (1) Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding. 23 DISTRIBUTION BY YEAR OF ORIGINATION
PERCENTAGE OF AGGREGATE PERCENTAGE OF NUMBER OF TOTAL NUMBER OF PRINCIPAL CUTOFF DATE ORIGINATION YEAR RECEIVABLES RECEIVABLES BALANCE POOL BALANCE - ------------------------------------------- ----------- --------------- --------------- ------------- 1985....................................... 29 0.10% $ 34,259.82 0.00% 1986....................................... 102 0.36 524,176.69 0.06 1987....................................... 224 0.79 2,307,400.62 0.26 1988....................................... 628 2.21 10,069,915.66 1.12 1989....................................... 966 3.40 17,912,839.96 2.00 1990....................................... 1,124 3.95 18,881,004.08 2.10 1991....................................... 2,063 7.25 36,724,886.67 4.09 1992....................................... 3,692 12.98 84,208,157.91 9.38 1993....................................... 5,805 20.41 152,747,850.82 17.02 1994....................................... 6,100 21.45 198,672,997.10 22.14 1995....................................... 3,174 11.16 125,126,369.96 13.94 1996....................................... 3,408 11.98 184,604,602.48 20.57 1997....................................... 1,124 3.95 65,580,823.77 7.31 ----------- --------------- --------------- ------------- Total(1).............................. 28,439 100.0% $897,395,285.54 100.00% ----------- --------------- --------------- ------------- ----------- --------------- --------------- -------------
- ------------------ (1) Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding. DELINQUENCIES AND NET LOSSES The following tables set forth information with respect to delinquencies, loan losses and recoveries for the Chase RV Finance Portfolio as of the dates indicated and for each of the one-year periods ended December 31, 1996, 1995, 1994 and 1993 and for each of the six-month periods ended June 30, 1997 and June 30, 1996. The data presented in the following tables are for illustrative purposes only. Higher delinquencies since December 31, 1995 reflect in large part a modification of CFMC's servicing system in 1995 which resulted in the classification for the first time of Recreational Vehicle Loans as delinquent if force-placed and other insurance premiums with respect to such loans were unpaid. Higher net charge-offs for the six-month period ended June 30, 1997 and the one-year period ended December 31, 1996 reflect, in addition to economic conditions affecting consumer debt generally, a combination of regular aging of the Chase RV Finance Portfolio as a whole (as Recreational Vehicle Loans originated in 1991 and 1992 (13.48% of the Cutoff Date Pool Balance consisted of Receivables originated in 1991 and 1992) reached the point in their terms when they are most likely to be charged-off) and a decline in the growth rate of the Chase RV Finance Portfolio, and the implementation of a new policy in July 1996 of using the discounted market value of financed vehicles, rather than the market value thereof, in calculating gross charge-offs upon repossession. These factors magnified net charge-offs as a percent of Period End Outstanding Amount and Average Outstanding Principal Amount for those periods. Although steps were taken and will continue to be taken to ensure an orderly and efficient transfer of the servicing of the Receivables to CITSF in accordance with the Servicing Transfer, the Sellers anticipate a temporary increase in the number of delinquent Receivables during the first few months following such transfer. The delinquency and loan loss data presented in the following tables include data with respect to Recreational Vehicle Loans serviced by CFMC and for which, if necessary, force-placed insurance had been obtained. Since CITSF will not be obtaining force-placed insurance on the Financed Vehicles, charge-offs on the Receivables in future periods may be greater than those experienced by the Chase RV Finance Portfolio and reflected in the tables below. There can be no assurance that the loss and delinquency experience of the Receivables will be comparable to that of the Chase RV Finance Portfolio, particularly since the performance of the 24 Receivables will reflect to a large extent CITSF's loss and delinquency policies which are different from those of Chase RV Finance. See 'The CIT Group/Sales Financing, Inc., Servicer--CITSF's Servicing Procedures.' In addition, under certain circumstances, CITSF may be replaced as Servicer. See 'The CIT Group/Sales Financing, Inc., Servicer.' Accordingly, the information presented in the tables below should not be considered as a basis for assessing the likelihood, amount or severity of delinquency or losses on the Receivables in the future, and no assurances can be given that the delinquency and loss experience presented in the tables below will be indicative of such experience of the Receivables. 25 DELINQUENCY EXPERIENCE
AS OF JUNE 30, AS OF DECEMBER 31, ----------------------------------------------- ------------------------------------------------- 1997 1996 1996 1995 ----------------------------------------------- ------------------------------------------------- NUMBER NUMBER NUMBER NUMBER DOLLARS OF DOLLARS OF DOLLARS OF DOLLARS OF (000'S) LOANS (000'S) LOANS (000'S) LOANS (000'S) LOANS ----------------------------------------------- ------------------------------------------------- Outstanding Principal Amount(1) $995,273,000 31,607 $1,169,362,240 38,107 $1,083,830,797 35,022 $1,166,137,723 39,869 Delinquencies ($)(2)(3) 30-59 Days $ 10,835,275 458 $ 8,474,722 372 $ 11,904,202 463 $ 11,301,829 473 60-89 Days 3,962,124 159 3,436,054 131 3,548,806 150 2,630,595 110 90 Days or More 4,028,022 153 3,876,189 121 4,403,793 178 3,116,651 127 ----------------------------------------------- ------------------------------------------------- TOTAL Delinquencies $ 18,825,421 770 $ 15,786,965 624 $ 19,856,801 791 $ 17,049,075 710 Repossession Inventory (4) 3,650,381 96 4,580,430 115 4,614,120 117 4,423,004 127 ----------------------------------------------- ------------------------------------------------- TOTAL Delinquencies and Repossession Inventory $ 22,475,802 866 $ 20,367,395 739 $ 24,470,921 908 $ 21,472,079 837 ----------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------- Delinquencies (%)(2)(3)(5) 30-59 Days 1.09% 1.45% 0.72% 0.98% 1.10% 1.32% 0.97% 1.19% 60-89 Days 0.40% 0.50% 0.29% 0.34% 0.33% 0.43% 0.23% 0.28% 90 Days or More 0.40% 0.48% 0.33% 0.32% 0.41% 0.51% 0.27% 0.32% ----------------------------------------------- ------------------------------------------------- TOTAL Delinquencies (6) 1.89% 2.44% 1.35% 1.64% 1.83% 2.26% 1.46% 1.78% Repossession Inventory (4) 0.37% 0.30% 0.39% 0.30% 0.43% 0.33% 0.38% 0.32% ----------------------------------------------- ------------------------------------------------- TOTAL Delinquencies and Repossession Inventory (4)(6) 2.26% 2.74% 1.74% 1.94% 2.26% 2.59% 1.84% 2.10% ----------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------- 1994 1993 ------------------------ ----------------------- NUMBER NUMBER DOLLARS OF DOLLARS OF (000'S) LOANS (000'S) LOANS ------------------------ ----------------------- Outstanding Principal Amount(1) $1,198,121,000 43,064 $1,073,005,000 N/A Delinquencies ($)(2)(3) 30-59 Days $ 6,745,000 324 $ 6,014,000 N/A 60-89 Days 1,734,000 79 1,532,000 N/A 90 Days or More 2,694,000 99 2,563,000 N/A ------------------------ --------------------- TOTAL Delinquencies $ 11,173,000 502 $ 10,109,000 N/A Repossession Inventory (4) 3,369,368 110 N/A N/A ------------------------ --------------------- TOTAL Delinquencies and Repossession Inventory $ 14,542,368 612 $ 10,109,000 N/A ====================== ====================== Delinquencies (%)(2)(3)(5) 30-59 Days 0.56% 0.75% 0.56% N/A 60-89 Days 0.14% 0.18% 0.14% N/A 90 Days or More 0.22% 0.23% 0.24% N/A ------------------------ --------------------- TOTAL Delinquencies (6) 0.93% 1.17% 0.94% N/A Repossession Inventory (4) 0.28% 0.26% 0.00% N/A ------------------------ --------------------- TOTAL Delinquencies and Repossession Inventory (4)(6) 1.21% 1.42% 0.94% N/A ====================== ======================
*N/A: Data is not available. (1) Outstanding Principal Amount is (i) the sum of all amounts scheduled to be paid under precomputed Recreational Vehicle Loans, less the unearned finance charges on such Recreational Vehicle Loans, plus (ii) the sum of the unpaid principal balances on simple interest Recreational Vehicle Loans (in each case, excluding Recreational Vehicle Loans in repossession). (2) The period of delinquency is calculated on a 'Fed' basis, which means that delinquencies are not reported until the month-end following 30 days after a payment is contractually due. (3) Delinquencies include principal amounts only. (4) Amounts shown in repossession inventory represent the principal balances of Recreational Vehicle Loans whose related financed vehicles have been repossessed but have not been sold. (5) Historically, Delinquencies as a percent of the Outstanding Principal Amount as of year-end have been higher than those at the end of any prior quarter during the related year principally due to year-end seasonal factors. (6) Percentages representing components of TOTAL Delinquencies and TOTAL Delinquencies and Repossession Inventory may not add to the totals thereof due to rounding. 26 LOAN LOSS EXPERIENCE
SIX MONTHS ENDED -------------------------------- JUNE 30, JUNE 30, 1997 1996 -------------- -------------- Number of Loans Outstanding (1) 31,607 38,107 Portfolio Growth Rate (2) (16.34%) 0.55% Period End Outstanding Principal Amount (3) $ 995,273,000 $1,169,362,240 Average Outstanding Principal Amount (4) $1,039,988,907 $1,173,454,293 Number of Repossessions 242 251 Number of Repossessions as a % of Period End Number of Loans Outstanding (2) 1.53% 1.32% Gross Charge-Offs (5) $ 5,303,825 $ 3,361,880 Gross Charge-Offs as a % of Period End Outstanding Principal Amount (2) 1.07% 0.57% Gross Charge-Offs as a % of Average Outstanding Principal Amount (2) 1.02% 0.57% Recoveries (6) $ (524,631) $ (679,137) Net Charge-Offs $ 4,779,194 $ 2,682,743 Net Charge-Offs as a % of Period End Outstanding Principal Amount (2) 0.96% 0.46% Net Charge-Offs as a % of Average Outstanding Principal Amount (2) 0.92% 0.46% - ----------------------------------- YEAR ENDED ---------------------------------------------------------------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 1996 1995 1994 1993 ----------------- -------------- -------------- -------------- Number of Loans Outstanding (1) 35,022 39,869 43,064 N/A Portfolio Growth Rate (2) (7.06%) (2.67%) 11.66% N/A Period End Outstanding Principal Amount (3) $ 1,083,830,797 $1,166,137,723 $1,198,121,000 $1,073,005,000 Average Outstanding Principal Amount (4) $ 1,144,889,929 $1,182,268,169 $1,131,883,417 $1,029,450,333 Number of Repossessions 493 432 411 N/A Number of Repossessions as a % of Period End Number of Loans Outstanding (2) 1.41% 1.08% 0.95% N/A Gross Charge-Offs (5) $ 8,610,134 $ 6,582,583 $ 5,311,171 $ 6,374,846 Gross Charge-Offs as a % of Period End Outstanding Principal Amount (2) 0.79% 0.56% 0.44% 0.59% Gross Charge-Offs as a % of Average Outstanding Principal Amount (2) 0.75% 0.56% 0.47% 0.62% Recoveries (6) $ (1,778,925) $ (627,547) $ (1,035,982) $ (882,166) Net Charge-Offs $ 6,831,209 $ 5,955,036 $ 4,275,189 $ 5,492,680 Net Charge-Offs as a % of Period End Outstanding Principal Amount (2) 0.63% 0.51% 0.36% 0.51% Net Charge-Offs as a % of Average Outstanding Principal Amount (2) 0.60% 0.50% 0.38% 0.53% - -----------------------------------
*N/A: Data is not available. (1) Number of loans at period end. (2) Percentages for the six-month periods ending June 30, 1996 and June 30, 1997 are annualized. (3) 'Outstanding Principal Amount' is (i) the sum of all amounts scheduled to be paid under precomputed Recreational Vehicle Loans, less the unearned finance charges on such Recreational Vehicle Loans, plus (ii) the sum of the unpaid principal balances on simple interest Recreational Vehicle Loans (in each case, excluding Recreational Vehicle Loans in repossession). (4) Averages were computed by taking a simple average of month-end Outstanding Principal Amounts for each period presented. (5) Amount charged-off includes amounts charged to losses at the time of repossession of the related financed vehicle or when the Recreational Vehicle Loan is otherwise deemed to be uncollectible, plus or minus any subsequent loss or gain recognized at the time of disposition of the related financed vehicle. Such amounts exclude related repossession and other liquidation expenses and amounts subsequently recovered from the obligor. (6) Recoveries represent any deficiency amounts recovered from the obligor, including proceeds realized in connection with accounts previously charged-off without repossessing the related financed vehicle. 27 THE FINANCED VEHICLES The Financed Vehicles consist of motor homes, travel trailers and other types of recreational vehicles. Motor homes are recreational camping and travel vehicles built on or as an integral part of a self-propelled motor vehicle chassis. A motor home may provide kitchen, sleeping, and bathroom facilities, is equipped with the ability to store and carry fresh water and sewage, and falls within one of the following types: Motor Home (Class A): The living unit is entirely constructed on a bare, specially designed motor vehicle chassis. Van Campers (Class B): A panel-type truck to which the manufacturer adds any two of the following conveniences: sleeping, kitchen, and toilet facilities. The manufacturer typically also adds 110-volt hookup, fresh water storage, city water hookup, and top extension to provide more headroom. Mini Motor Home or Compact Motor Home (Class C): This unit is built on an automotive manufactured cab and chassis or van frame with an attached cab section. The manufacturer completes the body section containing the living area and attaches it to the cab section. Travel trailers are trailers designed to be towed by a motorized vehicle (automobile, van, or pickup truck) and are of such size and weight as not to require a special highway permit. A travel trailer is designed to provide temporary living quarters for recreational, camping, or travel use, does not require permanent on-site hookup, and falls within one of the following types: Conventional Travel Trailer: This unit ranges typically from 12 feet to 35 feet in length and is towed by means of a bumper or frame hitch attached to the towing vehicle. Park Trailer: These are designed for seasonal or temporary living. When set up, the unit may be connected to utilities necessary for operation of installed fixtures and appliances. The unit is built on a single chassis mounted on wheels. Park trailers are not more than 12 feet in overall body width when in the traveling mode. Fifth-Wheel Travel Trailer: This unit can be equipped the same as the conventional travel trailer, but is constructed with a raised forward section that allows a bi-level floor plan and is designed to be towed by a vehicle equipped with a device known as a fifth-wheel hitch. PAYMENTS ON RECREATIONAL VEHICLE LOANS 'SIMPLE INTEREST RECEIVABLES' provide for the allocation of payments made thereunder to principal and interest in accordance with the 'simple interest' method. As payments are received under a Simple Interest Receivable, the finance charges accrued to date are paid first, the unpaid amount financed (to the extent of the remaining monthly scheduled payment) is paid second and the remaining payment is applied to the unpaid late charges. Accordingly, if an Obligor pays the fixed monthly installment in advance of the date on which a payment is due (the 'DUE DATE'), the portion of the payment allocable to finance charges for the period since the preceding payment will be less than it would be if the payment were made on the Due Date, and the portion of the payment allocable to reduce the amount financed will be correspondingly greater. Conversely, if the Obligor pays the fixed monthly installment after its Due Date, the portion of the payment allocable to finance charges for the period since the last payment will be greater than it would be if the payment were made on the Due Date, and the portion of the payment allocable to reduce the amount financed will be correspondingly smaller. When necessary, an adjustment is made at the maturity of the loan to the scheduled final payment to reflect the larger or smaller, as the case may be, allocations of payments to the amount financed under a Simple Interest Receivable as a result of early or late payments, as the case may be. See 'Weighted Average Life of the Securities--Paid-Ahead Simple Interest Receivables.' 'PRECOMPUTED RECEIVABLES' consist of Actuarial Receivables and Rule of 78's Receivables. 'ACTUARIAL RECEIVABLES' provide for amortization of the loan over a series of fixed level payment monthly installments. Each monthly installment, including the monthly installment representing the final 28 payment on the Receivable, consists of an amount of interest equal to 1/12th of the related Contract Rate multiplied by the unpaid principal balance of the Receivable, and an amount of principal equal to the remainder of the monthly payment. 'RULE OF 78'S RECEIVABLES' provide for the payment by the related Obligor of a specified total amount of payments, payable in equal monthly installments on each Due Date, which total represents the principal amount financed and add-on interest in an amount calculated based on the Contract Rate for the term of the Receivable. The rate at which such amount of add-on interest is earned and, correspondingly, the amount of each fixed monthly payment allocated to reduction of the outstanding principal are calculated in accordance with the 'RULE OF 78'S'. Substantially all of the Precomputed Receivables are Actuarial Receivables. If a Simple Interest Receivable is prepaid, rather than receive a rebate, the Obligor is required to pay interest only to the date of prepayment. If an Actuarial Receivable is prepaid in full, with minor variations based upon state law, the Actuarial Receivable requires that the rebate be calculated on the basis of a constant interest rate. For purposes of making the calculations required by the Sale and Servicing Agreement, the Servicer will calculate the amount of interest paid on a Rule of 78's Receivable in the same manner that it calculates such amounts on Actuarial Receivables. CHASE RV FINANCE Prior to the Servicing Transfer, Chase and Chase USA, together with several of their affiliates, were engaged in the recreational vehicle financing and recreational vehicle loan servicing business. As used herein, the term Chase RV Finance refers to such business of the Sellers, their respective predecessors and their affiliates. Prior to the Servicing Transfer, recreational vehicle loan servicing by Chase RV Finance was performed by CFMC. Recreational Vehicle Loans originated by Chase RV Finance prior to mid-1990 were originated by several affiliates of Chase Financial Acceptance Corporation, an Ohio corporation headquartered in Cleveland, Ohio and a wholly-owned subsidiary of Chase USA ('CFAC'), and subsequently transferred to CFAC. On April 1, 1995, those Recreational Vehicle Loans owned by CFAC which at the time were considered 'low quality assets' under Section 23 of the Federal Reserve Act were transferred to Chase Financial Holdings, Inc., an Ohio headquartered in Cleveland, Ohio and an affiliate of Chase and Chase USA ('CFHI'). Prior to the Closing Date, 4.41% of the Receivables by Cutoff Date Pool Balance were sold by CFAC to Chase USA and 0.01% of the Receivables by Cutoff Date Pool Balance were sold by CFHI to Chase USA (collectively, the 'CHASE FINANCIAL RECEIVABLES'). Since mid-1990, all Recreational Vehicle Loans in the form of retail installment sales contracts purchased from Dealers ('INDIRECT RECEIVABLES') were originated by Chase. Commencing on November 1, 1990, all Recreational Vehicle Loans in the form of purchase money loans or other loans made directly to obligors (including transactions involving a Dealer) ('DIRECT RECEIVABLES') were originated by Chase USA or its predecessor. In July 1996, Chase N.A. and Chemical Bank, both wholly-owned subsidiaries of the Corporation, merged, with Chemical Bank, a New York banking corporation, continuing as the surviving entity under the name 'The Chase Manhattan Bank' (the 'CHASE/CHEMICAL MERGER'). As survivor of the Chase/Chemical Merger, Chase succeeded to all right, title and interest in the portfolio of Recreational Vehicle Loans owned by Chemical Bank. In connection with the Chase/Chemical Merger, Chemical Bank, N.A. changed its name to Chase Manhattan Bank USA, N.A. and, on December 1, 1996, merged with Chase USA, with Chase USA continuing as the surviving entity. As survivor of this merger, Chase USA succeeded to all right, title and interest in the portfolio of Recreational Vehicle Loans owned by Chemical Bank, N.A. The term 'ORIGINATOR' refers to the affiliates of CFAC who originated Recreational Vehicle Loans prior to mid-1990, Chase, Chase USA, and their respective predecessors. On June 3, 1997, the right to service or subservice the Recreational Vehicle Loans then serviced by CFMC was sold to CITSF. CITSF began servicing such Recreational Vehicle Loans on August 18, 29 1997. CITSF also agreed to service any Recreational Vehicle Loans retained or repurchased by either of the Sellers and to serve as Servicer under the Sale and Servicing Agreement. Following the Servicing Transfer, none of the Sellers and their affiliates (other than CIT and its affiliates) is financing or servicing Recreational Vehicle Loans. Pursuant to the Servicing Transfer Agreements, CITSF and its affiliate, The CIT Group Consumer Finance, Inc. (NY) have agreed to acquire from the Sellers all Recreational Vehicle Loans owned by the Sellers as of the Cutoff Date which did not satisfy the criteria for inclusion in the Trust described herein under 'The Receivables Pool--General.' ORIGINATION OF RECREATIONAL VEHICLE LOANS In accordance with Chase RV Finance's underwriting criteria, the Originators purchased recreational vehicle retail installment sales contracts relating to new and used recreational vehicles from recreational vehicle dealers who regularly originated and sold such contracts to the Originators pursuant to the terms of approved Dealer Agreements and made purchase money loans secured by financed vehicles directly to obligors or pursuant to arrangements with Dealers in accordance with approved Dealer Agreements. The dealers who arranged the Recreational Vehicle Loans, unless otherwise specified, are collectively referred to herein as 'DEALERS.' The agreements with the Dealers and the assignments of the Recreational Vehicle Loans by the Dealers are collectively referred to herein as 'DEALER AGREEMENTS.' Dealer Agreements were entered into with Dealers based upon a financial review of each Dealer, and in some cases, the reputation and prior experience of Chase RV Finance with such Dealer and its key management. The Dealer network was serviced by several account executives who initiated and managed the Dealer relationships. Almost all of the Receivables are Indirect Receivables and Direct Receivables originated in accordance with Chase RV Finance's underwriting criteria. A small percentage of the Receivables were purchased by Chase from an unaffiliated finance company pursuant to a bulk purchase and were not originated in accordance with Chase RV Finance's underwriting criteria (the 'BULK PURCHASE RECEIVABLES'). The Originators made or purchased the Receivables throughout the United States. Each Dealer made representations and warranties to the Originator with respect to those Receivables made with the involvement of such Dealer, the Obligors on such Receivables and the security interests in the Financed Vehicles relating thereto, which representations and warranties typically included, among others, that (i) each Obligor was of legal age and competent to execute a binding contract at the time of such execution; (ii) the documentation submitted by the Dealer evidenced a bona fide loan contract actually executed by the Obligor; (iii) the property securing the loan had not been previously titled if described as new; (iv) the property securing the loan as described in the security agreement either had been or promptly was delivered to the purchaser; (v) the amount represented by the Dealer as having been received from the Obligor as a down payment was actually received in cash or by property received in trade and valued at no more than its actual cash value; (vi) the Dealer had not granted an extension of credit for any portion of the down payment; (vii) no recoupments, counterclaims, or setoffs existed on the part of the Obligor against the Dealer; (viii) the Dealer had complied with each and every applicable federal, state and local law and administrative regulation in connection with the transaction; (ix) the Dealer had fully performed the terms of any purchase agreement with the Obligor at the time the Originator funded the loan; and (x) application had been made for a certificate of title or other ownership documents in the name of the Obligor with the security interest of the Originator noted as a lien thereon. Upon breach of any representation or warranty with respect to a Receivable made by a Dealer, the Trust will have (or its assignee) will have a right of recourse against such Dealer to require it to purchase or repurchase such Receivable. Historically, in determining whether to exercise any right of recourse, Chase RV Finance considered the prior performance of the Dealer and other business and commercial factors. The Servicer will be obligated to enforce such rights under the Dealer Agreements relating to the Receivables in accordance with its customary practices, and the right to any proceeds received upon such enforcement will be conveyed to the Trust pursuant to the Sale and Servicing Agreement. In accordance with its customary practices in determining whether to exercise any right of 30 recourse, the Servicer considers the prior performance of the related Dealer and other business and commercial factors, including its own commercial relationship with such Dealer. The Sellers will make no representations as to the financial condition of any Dealer to which any Seller may have recourse, and there can be no assurance as to the ability of any such Dealer to perform its obligations under a Dealer Agreement. As described herein, certain of the Receivables were originated without the involvement of Dealers. Since there were no Dealers involved in the origination of these Receivables, no Dealer representations and warranties were made with respect to them. In substantially all cases, no Direct Receivable was entered into by the Originator, and no Indirect Receivable was purchased from a Dealer by the Originator, until a completed customer file, including the credit application of the customer, was submitted to the Originator and was reviewed and approved by one of the Originator's recreational vehicle finance specialists in accordance with Chase RV Finance's underwriting procedures. Until October 1996, certain aspects of Dealer liaison, Dealer sales, credit underwriting and documentation reviews with respect to the Receivables originated with the involvement of Dealers took place at several regional support offices ('REGIONAL CENTERS'). At August 1995, there were eight Regional Centers. The Regional Centers were consolidated over time until November 1996, when all of such activities were centralized at the Regional Center in Mission Viejo, California (except for some underwriting support functions which took place in the Regional Center in Tampa, Florida). All origination and underwriting functions with respect to the Receivables originated without the involvement of Dealers were performed by Chase RV Finance on a centralized basis in Cleveland, Ohio, including the funding of the Recreational Vehicle Loans, customer service, document file keeping, computerized account record keeping and vehicle title processing. UNDERWRITING OF RECREATIONAL VEHICLE LOANS Chase RV Finance's underwriting procedures were intended to assess the applicant's ability to repay the amounts due on the Receivable and the adequacy of the Financed Vehicle as collateral. The application, which listed the liabilities, income and credit and employment history of the applicant, was reviewed by Chase RV Finance for completeness and compliance with Chase RV Finance's guidelines. Chase RV Finance's guidelines were intended to provide a basis for lending decisions, but were not meant to supersede the credit judgment of the recreational vehicle finance specialist overseeing the application. As a result, certain Receivables may not comply with all of Chase RV Finance's stated guidelines. The discretion granted to a recreational vehicle finance specialist varied depending on the proposed loan amount and the applicant's credit. Chase RV Finance also reviewed a credit report issued by an independent credit reporting agency and, where deemed necessary, substantiated information regarding the applicant's employment. The ability of the applicant to repay the amount financed was evaluated by applying Chase RV Finance's then current credit underwriting criteria, which were intended to provide a general indication based on the information available to Chase RV Finance of the relative likelihood of repayment of such amount. Among the criteria considered in evaluating the individual applications were (i) stability of the obligor with specific regard to the obligor's length of residence in the area, occupation, length of employment and whether the obligor rents or owns his or her home; (ii) the obligor's payment history with respect to present and past debt based on information known directly by Chase RV Finance or as provided by various credit reporting agencies; (iii) a debt service to gross monthly income ratio test (Chase RV Finance's general policy was to reject applications for Recreational Vehicle Loans whose applicants' debt service to gross monthly income ratios exceeded 45%, although ratios of up to 55% were allowed if approved at senior levels); (iv) a loan to value ratio test taking into account the age, type and market value of the financed vehicle; and (v) a credit bureau score. Each application was coded with the relevant recreational vehicle finance specialist's name, and Chase RV Finance tracked the historical performance of the Recreational Vehicle Loans approved by each recreational vehicle finance specialist. 31 Prior to 1994 Chase RV Finance sought to make Recreational Vehicle Loans secured by a broad spectrum of recreational vehicle products. Commencing in 1994, Chase RV Finance through its pricing policies targeted obligors purchasing higher priced recreational vehicles (Class A). See '--The Financed Vehicles' herein. Each Receivable arose from a credit sale, refinancing or casual sale of a new or used recreational vehicle. In most cases, Chase RV Finance would not finance a Recreational Vehicle Loan relating to a new recreational vehicle if the amount financed under the loan exceeded the sum of (a) 110% of the manufacturer's invoice price of the financed vehicle to the Dealer (or 100% if the amount financed was greater than $125,000), (b) the cost to the Dealer of any options and (c) the cost to the customer of any warranties, taxes, fees and credit life and disability insurance. In the case of new recreational vehicles, Chase RV Finance generally required an obligor to make a down payment of at least 10% of the total purchase price; provided, however, that a 15% down payment was required if the amount financed was greater than 110% of manufacturer's invoice, and a 25% down payment was required if the amount financed was in excess of $250,000. With respect to Recreational Vehicle Loans relating to used recreational vehicles, while Chase RV Finance generally reviewed the sale price of a used recreational vehicle to determine whether it was within guidelines acceptable to Chase RV Finance, the prices of used recreational vehicles vary significantly based upon the individual circumstances of the sale. There can be no assurance that a ready resale market exists for any used recreational vehicle. Chase RV Finance used various national publications, including the Kelly Blue Book and the National Automobile Dealers Association's ('NADA') Recreational Vehicle Appraisal Guide, to assess the value of a used recreational vehicle and to determine whether it met Chase RV Finance's underwriting criteria. Generally, Chase RV Finance would not finance a Recreational Vehicle Loan relating to a used recreational vehicle unless the amount financed under the contract was consistent with such national publications or Chase RV Finance's appraisal and, in any case, unless such amount did not exceed the sum of (a) 85% of the wholesale value indicated in such national publications and (b) the cost to the customer of any taxes, fees and credit life and disability insurance. In the case of used recreational vehicles, Chase RV Finance generally required an obligor to make a down payment of at least 15% of the amount financed (or 25% if the amount financed was in excess of $75,000). In addition, whether a financed vehicle was new or used, Chase RV Finance also financed credit life/accident/health insurance and service warranties under a Recreational Vehicle Loan. INSURANCE PROCEDURES Each Receivable requires the Obligor to obtain fire, theft and collision insurance or comprehensive and collision insurance with respect to the related Financed Vehicle. The Dealer Agreements include a representation and warranty that each Financed Vehicle had such insurance at the time of origination of the Receivable. Since Obligors may choose their own insurers to provide the required coverage, the specific terms and conditions of their policies vary. Prior to August 18, 1997, in the event an obligor under a Recreational Vehicle Loan did not maintain the required insurance coverage with respect to the related financed vehicle and the outstanding balance and months remaining to maturity on such Recreational Vehicle Loan were greater than $5,000 and 15 months, respectively, CFMC purchased a collateral protection insurance policy on behalf of such obligor. The Principal Balance of a small percentage of the Receivables will include the outstanding amount of premiums for collateral protection insurance purchased by CFMC on behalf of the related Obligors prior to the Cutoff Date. In addition, the Obligors with respect to a small percentage of the Receivables will be obligated to make premium payments in respect of collateral protection insurance purchased by CFMC. Such premium payment obligations will not be included in the Principal Balance of the related Receivables and will not be property of the Trust. Although insurance will continue to be required pursuant to the terms of the Receivables, none of the Sellers or CITSF as Servicer will purchase collateral protection insurance on behalf of any Obligor, verify if such insurance is being maintained by any Obligor or be obligated to pursue any remedies under any Receivable or applicable 32 law as a result of the failure of any Obligor to maintain insurance. See 'Description of Transfer and Servicing Agreements--Servicing and Insurance Procedures' herein. CHASE AND CHASE USA Chase, a wholly-owned banking subsidiary of the Corporation, is a New York banking corporation, a member of the Federal Reserve System and is subject to the primary supervision of the New York State Department of Banking. Chase's activities are primarily related to retail and commercial banking. The principal executive office of Chase is located at 270 Park Avenue, New York, New York 10017 (telephone (212) 270-3000). At June 30, 1997, Chase's total assets were approximately $278.7 billion, total liabilities were approximately $261.6 billion and total stockholders' equity was approximately $17.1 billion. Chase USA, a wholly-owned subsidiary of the Corporation, is a national banking association, a member of the Federal Reserve System and is subject to the primary supervision of the Office of the Comptroller of the Currency. Chase USA's activities are primarily related to general consumer lending. The principal executive office of Chase USA is located at 802 Delaware Avenue, Wilmington, Delaware 19801 (telephone (302) 575-5000). At June 30, 1997, Chase USA's total assets were approximately $26.6 billion, total liabilities were approximately $23.8 billion and total stockholders' equity was approximately $2.8 billion. Neither Chase nor Chase USA is currently originating Recreational Vehicle Loans. THE CIT GROUP/SALES FINANCING, INC., SERVICER GENERAL CITSF, a Delaware corporation, is a wholly-owned subsidiary of CIT. It has its principal executive office at 650 CIT Drive, Livingston, New Jersey 07039, and its telephone number is (201) 740-5000. CITSF originates, purchases, sells and services conditional sales contracts for recreational vehicles, manufactured housing, marine products and other consumer goods throughout the United States. CITSF has been a lender to the recreational vehicle industry for more than 30 years. CITSF has a centralized asset service facility (the 'ASSET SERVICE CENTER') in Oklahoma City, Oklahoma. Working through dealers and manufacturers, CITSF currently offers retail installment credit. In addition to purchasing recreational vehicle contracts from dealers on an individual basis, CITSF makes bulk purchases of recreational vehicle contracts. These bulk purchases may be from the portfolios of other lending institutions or finance companies, the portfolios of governmental agencies or instrumentalities or the portfolios of other entities that purchase and hold recreational vehicle contracts. As of June 30, 1997, CITSF serviced approximately 231,500 contracts for itself and others (consisting primarily of recreational vehicle, home equity, marine and manufactured housing contracts), representing an outstanding balance of approximately $5.9 billion. Of this portfolio, approximately 59,900 contracts (representing an outstanding balance of approximately $1.3 billion) consisted of recreational vehicle contracts. The foregoing statistics on CITSF's servicing portfolio do not include the Recreational Vehicle Loans and other loans serviced by CITSF pursuant to the Servicing Transfer Agreements. The Asset Service Center of CITSF services consumer credit transactions in 50 states and the District of Columbia. It provides full servicing for recreational vehicle, home equity, marine products and manufactured housing retail installment contracts. The Asset Service Center is supplemented by outside collectors and field remarketers located throughout the United States. CIT, a Delaware corporation, is a successor to a company founded in St. Louis, Missouri on February 11, 1908. It has its principal executive offices at 1211 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 536-1950. CIT, operating directly or through its 33 subsidiaries primarily in the United States, engages in financial services activities through a nationwide distribution network. CIT provides financing primarily on a secured basis to commercial borrowers, ranging from middle-market to larger companies and to consumers. CIT has eight strategic business units which offer commercial and consumer financing, and factoring products and services to clients. CIT had 2,950 employees at December 31, 1996, up from 2,750 employees at December 31, 1995. The Dai-Ichi Kangyo Bank, Limited ('DKB') owns eighty percent (80%) of the issued and outstanding shares of common stock of CIT. DKB purchased a sixty percent (60%) common stock interest in CIT from Manufacturers Hanover Corporation ('MHC') (a predecessor of the Corporation) at year-end 1989 and acquired an additional twenty percent (20%) common stock interest in CIT on December 15, 1995 from CBC Holding (Delaware) Inc., a subsidiary of the Corporation (formerly known as MHC Holdings (Delaware) Inc.) ('CBC HOLDING'). DKB has an option, expiring December 15, 2000, to purchase the remaining twenty percent (20%) common stock interest in CIT from CBC Holding. CBC Holding became a direct, wholly-owned subsidiary of Chemical Banking Corporation ('CBC') after the merger between MHC and CBC on December 31, 1991. On March 31, 1996, CBC was merged into the Corporation, and the Corporation became the sole stockholder of CBC Holding and the holder of the twenty percent (20%) interest in CIT. In accordance with a stockholders agreement among DKB, the Corporation, as direct successor to CBC and indirect successor to MHC, and CIT, dated as of December 29, 1989, as amended by an Amendment to Stockholders' Agreement, dated December 15, 1995 (as amended, the 'STOCKHOLDERS AGREEMENT'), one nominee of the Board of Directors of CIT is designated by the Corporation. The Stockholders Agreement also contains restrictions with respect to the transfer of the stock of CIT to third parties. ASSET SERVICE CENTER Through its Asset Service Center, CITSF services recreational vehicle, manufactured housing, home equity, and other consumer loans. CITSF services all of the recreational vehicle loans it originates or purchases (except those it has sold to third parties on a servicing released basis). CITSF is actively seeking arrangements pursuant to which it will service recreational vehicle loans held by other entities, such as the Receivables. Generally, such servicing responsibilities are, and would be, also carried out through the Asset Service Center. Servicing responsibilities include collecting principal and interest payments, taxes, insurance premiums, where applicable, and other payments from obligors and remitting principal and interest payments to the holders of such loans to the extent such holders are entitled thereto. Collections procedures include repossession and resale of recreational vehicles securing defaulted loans and, if deemed advisable by CITSF, entering into workout arrangements with obligors under certain defaulted loans. Although decisions as to whether to repossess any recreational vehicle are made on an individual discretionary basis, CITSF's general policy is to institute repossession procedures promptly after Asset Service Center personnel determine that it is unlikely that a defaulted loan will be brought current or that the related financed vehicle is at risk, and thereafter to diligently pursue the resale of such recreational vehicle if the market is favorable. CITSF'S SERVICING PROCEDURES Collection activities with respect to delinquent Receivables will be performed by the Servicer or its affiliates consistent with the Servicer's servicing policies and practices in effect from time to time with respect to recreational vehicle loans that it services for its own account (except as set forth in the Servicing Transfer Agreements and described herein). CITSF may change such policies and practices, provided, that any such change applicable to the Receivables that would have a material effect on the collectibility of the Receivables may not be made without CFMC's consent. Collection activities include prompt investigation and evaluation of the causes of any delinquency. An obligor is deemed current if an amount equal to no more than $65 of a scheduled monthly payment remains unpaid. 34 An automated collection system, together with manual collectors, are utilized to assist in collection efforts. The automated collection system provides relevant obligor information (for example, current addresses, phone numbers and loan information), records of all contacts with obligors and, in some cases, automated dialing. The system also records an obligor's promise to pay and allows supervisor review of collection personnel activity, permits supervisors to modify priorities as to which obligors should be contacted and provides extensive reports concerning recreational vehicle loan delinquencies. The Servicer may attempt to collect delinquent payments by sending letters or making continued phone calls to obligors. In the event that contact by telephone can not be made within 10 days of the due date of a payment, a manual review of the recreational vehicle loan is made to determine the appropriate course of action, which may be continued phone calls and/or sending of letters. Pursuant to the Servicing Transfer Agreements, CITSF has agreed to attempt to make such contacts with Obligors of delinquent Receivables at specified time intervals. See 'Description of the Transfer and Servicing Agreements--Servicing and Insurance Procedures' herein. Generally, after a recreational vehicle loan continues to be delinquent for more than 30 days (regardless of whether contact had been made), such recreational vehicle loan is assigned to a specific 'late stage' collector until resolution. A field visit may be scheduled at this time. The Servicer has agreed to employ the same means to cure delinquencies on the Receivables as it does for recreational vehicle loans it services for itself, including deferments and reschedulings, except as set forth in the Servicing Transfer Agreements. CITSF may change such means in accordance with its business judgment; provided, that any such change applicable to the Receivables that would have a material effect on the collectibility of the Receivables may not be made without CFMC's consent. Chase RV Finance's collection procedures are substantially the same as those of CITSF, although CITSF's individual collectors have more discretion than Chase RV Finance's individual collectors had in determining what actions are appropriate at different stages of delinquency. In addition, Chase RV Finance's collection procedures at the initial stages of delinquency used a combination of automatic dialing and letters and Chase RV Finance customarily assigned a delinquent account to a specific late stage collector at 26 days delinquent (with field visits scheduled if appropriate at 60 days delinquent). CITSF implements repossession procedures when it is evident to it that the obligor can no longer make payment on the recreational vehicle loan or if the related financed vehicle is at risk. Repossessions are generally conducted by third parties who are engaged in the business of repossessing vehicles for secured parties. After repossession, the obligor generally has 10 to 30 days to redeem the recreational vehicle before the recreational vehicle is resold. CITSF uses site auctions, pool auctions, individual bids, brokers, retail sale outlets, newspaper advertisements and telemarketing for asset remarketing. Decisions on the remarketing method are made by an internal remarketer based upon recommendations from field personnel. CITSF will typically send a recreational vehicle to auction before attempting a retail sale. Losses may occur in connection with delinquent recreational vehicle loans and can arise in several ways, including the inability to locate the recreational vehicle or the obligor, because of a discharge of the obligor in a bankruptcy proceeding, or because of depreciation of the related financed vehicle. Generally, CITSF recognizes some losses on recreational vehicle loans when the loan is 180 days past due or when the related financed vehicle is repossessed. Recreational Vehicle Loans are generally charged off when CITSF has received all amounts that it expects to recover upon disposition or sale of the related financed vehicle. The charge-off decision with respect to the Receivables will be subject to the Servicer's discretion, except that CFMC has the right to approve charge-offs in certain circumstances described in the Servicing Transfer Agreements. See 'Description of the Transfer and Servicing Agreements--Servicing and Insurance Procedures.' Upon charge- off, receivables are routed to a recovery collector who, as appropriate, may assign the loan to a collection agency or an attorney, and any deficiency remaining will be pursued to the extent deemed practical and to the extent permitted by law and the Servicing Transfer Agreements. The loss recognition and collection policies and practices of the Servicer may change over time in accordance with CITSF's business judgment; provided, that any such change applicable to the Receivables that would have a material effect on the collectibility of the Receivables may not be made without CFMC's 35 consent. Under Chase RV Finance's loss recognition policies, losses on Recreational Vehicle Loans were recognized upon repossession of the related financed vehicle and all Recreational Vehicle Loans were required to be charged off no later than when 240 days past due. CITSF may, on a case-by-case basis, permit extensions with respect to the Due Dates of payments on Receivables and other modifications of Receivables in accordance with its normal and customary servicing practices and procedures, as described more fully in 'Description of the Transfer and Servicing Agreements--Modification of Receivables' herein. The extension policies of CITSF may be changed over time in accordance with CITSF's business judgment, provided, that any such change applicable to the Receivables that would have a material effect on the collectibility of the Receivables may not be made without CFMC's consent. USE OF PROCEEDS As consideration of the transfer of the Receivables to the Trust, the Trust will issue the Notes and the Certificates to the Sellers, with (i) Chase receiving 87.17% of the original principal amount of each class of Notes and the original Certificate Balance and (ii) Chase USA receiving 12.83% of the original principal amount of each class of Notes and the original Certificate Balance. After the deposit of the Reserve Account Initial Deposit and the deduction of estimated expenses, the net proceeds to be received by the Sellers from the sale of the Securities will be added to their respective general funds. WEIGHTED AVERAGE LIFE OF THE SECURITIES GENERAL The weighted average life of the Notes and the Certificates will generally be influenced by the rate at which the principal balances of the Receivables are paid, which payment may be in the form of scheduled amortization or prepayments. For this purpose, the term 'PREPAYMENTS' includes prepayments in full, partial prepayments, liquidations due to default, as well as receipts of proceeds from theft and physical damage, credit life and credit disability insurance policies covering the Financed Vehicles and amounts received in connection with certain other Receivables repurchased by a Seller or purchased by the Servicer for administrative reasons. The Receivables are prepayable by the Obligors at any time. The rate of prepayments on the Receivables may be influenced by a variety of economic, social and other factors, including the fact that an Obligor may not sell or transfer the Financed Vehicle securing a Receivable without the Servicer's consent. The rate of prepayment of the Receivables may also be influenced by programs offered by lenders (including the Sellers, the Servicer and their respective affiliates) that solicit or make available credit that may be used by Obligors to prepay the Receivables. Such credit includes but is not limited to home equity lines of credit, consumer installment credit and credit cards offered by lenders (including the Sellers, the Servicer and their respective affiliates). The Sellers, the Servicer and their respective affiliates may, in the ordinary course of business, offer general or targeted solicitations for such extensions of credit, and such solicitations may be sent, to Obligors. In addition, the Sale and Servicing Agreement permits the Servicer to refinance an existing Receivable for an Obligor, so long as the proceeds of such refinanced loan would be used to prepay such existing Receivable in full and any such refinanced loan is evidenced by a new promissory note. Any such loan thus created by a refinancing would not be the property of the Trust. See 'Description of the Transfer and Servicing Agreements--Termination' herein regarding the Servicer's option to purchase the Receivables from the Trust. In light of the above considerations, there can be no assurance as to the amount of principal payments to be made on the Securities on each Distribution Date since such amount will depend, in part, on the amount of principal collected on the Receivables Pool during the applicable Collection Period. Any reinvestment risks resulting from a faster or slower incidence of prepayment of Receivables will be borne entirely by the Securityholders. 36 No principal payments will be made on any class of Notes until all Notes with preceding class designations have been paid in full. For example, no principal payments will be made on the Class A-2 Notes until the Class A-1 Notes have been paid in full, and no principal payments will be made on the Class A-3 Notes until the Class A-2 Notes have been paid in full. In addition, no principal payments on the Certificates will be made until the Notes have been paid in full. See 'Description of the Notes-- Payments of Principal' and 'Description of the Certificates--Distributions of Principal Payments' herein. As the rate of payment of principal of each class of Notes and the Certificates depends primarily on the rate of payment (including prepayments) of the Principal Balances of the Receivables, final payment of any class of the Notes and the final distribution in respect of the Certificates could occur significantly earlier than their respective Note Final Scheduled Distribution Dates or the Certificate Final Scheduled Distribution Date. It is expected that final payment of the Notes and the final distribution in respect of the Certificates will occur on or prior to the related Note Final Scheduled Distribution Date or the Certificate Final Scheduled Distribution Date. However, if sufficient funds are not available to pay the Notes or the Certificates in full on or prior to the related Note Final Scheduled Distribution Date or the Certificate Final Scheduled Distribution Date, final payment of the Notes and the final distribution in respect of the Certificates could occur later than such date. Securityholders will bear the risk of being able to reinvest principal payments of the Securities at yields at least equal to the Interest Rate or the Certificate Rate, as applicable. With respect to the Receivables that are Simple Interest Receivables and, to the extent that payments of the fixed monthly installments thereunder are received prior to the scheduled due dates for such installments, the portions of such installments allocable to interest will be less that they would be if the payments were received as scheduled. If the Reserve Account is exhausted and losses on the Receivables occur, the amount of interest distributed to the Securityholders may be less than described above. If an Event of Default occurs and the Notes are accelerated, the Certificateholders will not be entitled to receive any distributions in respect of their Certificates until the Notes have been paid in full. Subject to the conditions set forth herein under the heading 'Description of the Transfer and Servicing Agreements--Servicing and Insurance Procedures,' the Servicer may reschedule the Due Date of any scheduled payment. Any such deferrals will have the effect of increasing the weighted average life of the Notes and Certificates. However, the Servicer will not be permitted to grant any such deferral or extension if, as a result, the final scheduled payment on a Receivable would fall after the Final Scheduled Maturity Date, unless the Servicer purchases such Receivable. PAID-AHEAD SIMPLE INTEREST RECEIVABLES If an Obligor with respect to any Simple Interest Receivable, in addition to making his or her regularly scheduled payment, makes one or more additional scheduled payments in any Collection Period (for example, because the Obligor intends to be on vacation the following month), the additional scheduled payments made in such Collection Period will be treated as a principal prepayment and applied to reduce the principal balance of the related Receivable in such Collection Period and, unless otherwise requested by the Obligor, the Obligor will not be required to make any scheduled payment in respect of such Receivable (a 'PAID-AHEAD SIMPLE INTEREST RECEIVABLE') for the number of Due Dates corresponding to the number of such additional scheduled payments (the 'PAID-AHEAD PERIOD'). During the Paid-Ahead Period, interest will continue to accrue on the Principal Balance of such Paid-Ahead Simple Interest Receivable, as reduced by the application of the additional scheduled payments made in the Collection Period in which such Receivable was paid-ahead. The Obligor's Receivable will not be considered delinquent during the Paid-Ahead Period. A Payment Shortfall with respect to a Paid-Ahead Simple Interest Receivable will exist during each Collection Period occurring during the Paid-Ahead Period, and the Servicer may be required to make a Monthly Advance in respect of such Payment Shortfall, as described under 'Description of the Transfer and Servicing Agreements--Monthly Advances' herein; provided, that no Monthly Advances will be made in respect of principal of a Paid-Ahead Simple Interest Receivable. 37 When the Obligor resumes his required payments following the Paid-Ahead Period, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by the Obligor. Notwithstanding such insufficiency, the Obligor's Paid-Ahead Simple Interest Receivable would be considered current. This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the Principal Balance of the Paid-Ahead Simple Interest Receivable. Depending on the Principal Balance and the Contract Rate of the related Receivable, and on the number of payments that were paid-ahead, there may be extended periods of time during which Receivables that are current are not amortizing. Paid-Ahead Simple Interest Receivables will affect the weighted average life of the Securities. The distribution of the paid-ahead amount on the Distribution Date following the Collection Period in which such amount was received will generally shorten the weighted average life of the Securities. In addition, to the extent the Servicer makes Monthly Advances with respect to a Paid-Ahead Simple Interest Receivable which subsequently goes into default, because liquidation proceeds with respect to such Receivable will be applied first to reimburse the Servicer for such Monthly Advances, the loss with respect to such Receivable may be larger than would have been the case had such Monthly Advances not been made. As of the Cutoff Date, approximately 25% of the number of Receivables were Paid-Ahead Simple Interest Receivables with at least one scheduled monthly payment having been paid-ahead. The Chase RV Finance Portfolio has historically included Recreational Vehicle Loans which have been paid-ahead by one or more scheduled monthly payments. There can be no assurance as to the number of Receivables which may become Paid-Ahead Simple Interest Receivables or the number or the principal amount of the scheduled payments which may be paid-ahead. If an Obligor with respect to any Precomputed Receivable, in addition to making his or her regularly scheduled payment, makes one or more additional scheduled payments in any Collection Period for similar reasons (such Receivable being a 'PAID-AHEAD PRECOMPUTED RECEIVABLE'), the Paid-Ahead Amounts will be deposited into an account in the name of the Indenture Trustee (the 'PAID-AHEAD ACCOUNT') or the Collection Account and applied on subsequent Deposit Dates as described herein under 'Description of the Transfer and Servicing Agreements-Paid-Ahead Precomputed Receivables.' Because Paid-Ahead Amounts on Paid-Ahead Precomputed Receivables are not deposited into the Collection Account and distributed to Securityholders until the Deposit Date and Distribution Date, respectively, related to the Collection Period during which any such scheduled payment was due, no shortfalls of interest or principal will result therefrom. Chase RV Finance maintains certain records of the historical prepayment experience of the Chase RV Finance Portfolio. The Sellers believe that such records are not adequate to provide meaningful information with respect to the Receivables. In any event, no assurance can be given that prepayments on the Receivables would conform to any historical experience, and no prediction can be made as to the actual prepayment experience to be expected with respect to the Receivables. ABS TABLES Prepayments on Recreational Vehicle Loans can be measured relative to a prepayment standard or model. The model used in this Prospectus is the Absolute Prepayment Model ('ABS'). ABS assumes that all the Receivables are the same size and amortize at the same rate and that each Receivable in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay each month. The ABS prepayment model, like any prepayment model, does not purport to be either an historical description of prepayment experience or a prediction of the anticipated rate of prepayment. The tables captioned 'Percent of Initial Note Principal Balance at Various ABS Percentages' and 'Percent of Initial Certificate Balance at Various ABS Percentages' (each an 'ABS TABLE') have been prepared on the basis of the characteristics of the Receivables. Each ABS Table assumes that (a) the Receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, 38 losses or repurchases, (b) each scheduled monthly payment on the Receivables is made on the last day of each month and each month has 30 days, (c) payments on the Notes and distributions on the Certificates are made on each Distribution Date (and each such date is assumed to be the 15th day of each applicable month), (d) the balance in the Reserve Account on each Distribution Date is equal to the Specified Reserve Account Balance, and (e) the Servicer does not exercise its option to purchase the Receivables. The Receivables Pool has an assumed cutoff date of the Cutoff Date. The ABS Tables indicate the projected weighted average life of each class of Notes and the Certificates and set forth the percent of the initial principal amount of each class of Notes and the percent of the initial Certificate Balance, as applicable, that is projected to be outstanding after each of the Distribution Dates or each September 15, as indicated, at various ABS percentages. The tables also assume that the Receivables have been aggregated into five hypothetical pools with all of the Receivables within each such pool having the following characteristics:
WEIGHTED WEIGHTED AVERAGE AVERAGE AGGREGATE WEIGHTED ORIGINAL REMAINING PRINCIPAL AVERAGE TERM TERM POOL BALANCE CONTRACT RATE IN MONTHS IN MONTHS - --------------------------------------------------- --------------- ------------- --------- --------- 1.................................................. $115,996,183.21 10.41% 125 60 2.................................................. 88,358,662.53 10.26% 155 98 3.................................................. 185,740,182.09 9.12% 175 123 4.................................................. 260,864,247.00 8.88% 179 144 5.................................................. 246,436,010.71 9.05% 180 166 --------------- $897,395,285.54
The information included in the following tables represents forward-looking statements and involves risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing each ABS Table. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the Receivables will prepay at a constant level of prepayment until maturity or that all of the Receivables will prepay at the same level of ABS. Moreover, the diverse terms of the Receivables within each of the five hypothetical pools could produce slower or faster principal distributions than indicated in each ABS Table at the various constant percentages of ABS specified, even if the original and remaining terms to maturity of the Receivables are as assumed. Any difference between such assumptions and the actual characteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial balances outstanding over time and the weighted average lives of each class of Notes and the Certificates. 39 PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-1 NOTES -------------------------------------------------------------------- ASSUMED ABS PERCENTAGE -------------------------------------------------------------------- 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% ----- ----- ----- ----- ----- ----- ----- ----- Closing Date.................................. 100 100 100 100 100 100 100 100 September 15, 1998............................ 0 0 0 0 0 0 0 0 September 15, 1999............................ 0 0 0 0 0 0 0 0 September 15, 2000............................ 0 0 0 0 0 0 0 0 September 15, 2001............................ 0 0 0 0 0 0 0 0 September 15, 2002............................ 0 0 0 0 0 0 0 0 September 15, 2003............................ 0 0 0 0 0 0 0 0 September 15, 2004............................ 0 0 0 0 0 0 0 0 September 15, 2005............................ 0 0 0 0 0 0 0 0 September 15, 2006............................ 0 0 0 0 0 0 0 0 September 15, 2007............................ 0 0 0 0 0 0 0 0 September 15, 2008............................ 0 0 0 0 0 0 0 0 September 15, 2009............................ 0 0 0 0 0 0 0 0 September 15, 2010............................ 0 0 0 0 0 0 0 0 September 15, 2011............................ 0 0 0 0 0 0 0 0 September 15, 2012............................ 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1).............. 0.52 0.26 0.19 0.16 0.14 0.12 0.09 0.06
PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-2 NOTES -------------------------------------------------------------------- ASSUMED ABS PERCENTAGE -------------------------------------------------------------------- DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - ---------------------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- Closing Date.................................. 100 100 100 100 100 100 100 100 September 15, 1998............................ 100 47 8 0 0 0 0 0 September 15, 1999............................ 45 0 0 0 0 0 0 0 September 15, 2000............................ 0 0 0 0 0 0 0 0 September 15, 2001............................ 0 0 0 0 0 0 0 0 September 15, 2002............................ 0 0 0 0 0 0 0 0 September 15, 2003............................ 0 0 0 0 0 0 0 0 September 15, 2004............................ 0 0 0 0 0 0 0 0 September 15, 2005............................ 0 0 0 0 0 0 0 0 September 15, 2006............................ 0 0 0 0 0 0 0 0 September 15, 2007............................ 0 0 0 0 0 0 0 0 September 15, 2008............................ 0 0 0 0 0 0 0 0 September 15, 2009............................ 0 0 0 0 0 0 0 0 September 15, 2010............................ 0 0 0 0 0 0 0 0 September 15, 2011............................ 0 0 0 0 0 0 0 0 September 15, 2012............................ 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1).............. 1.91 0.99 0.71 0.58 0.50 0.43 0.33 0.10
- ------------------ (1) The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment of such Note by the number of years from the date of the issuance of such Note to the Distribution Date on which such principal payment is made, (ii) adding the results and (iii) dividing the sum by the initial principal balance of such Note. THE ABS TABLES HAVE BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ABOVE (INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE RECEIVABLES WHICH WILL DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD BE READ IN CONJUNCTION THEREWITH. 40 PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-3 NOTES -------------------------------------------------------------------- ASSUMED ABS PERCENTAGE -------------------------------------------------------------------- DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - ---------------------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- Closing Date.................................. 100 100 100 100 100 100 100 100 September 15, 1998............................ 100 100 100 75 47 13 0 0 September 15, 1999............................ 100 45 0 0 0 0 0 0 September 15, 2000............................ 83 0 0 0 0 0 0 0 September 15, 2001............................ 13 0 0 0 0 0 0 0 September 15, 2002............................ 0 0 0 0 0 0 0 0 September 15, 2003............................ 0 0 0 0 0 0 0 0 September 15, 2004............................ 0 0 0 0 0 0 0 0 September 15, 2005............................ 0 0 0 0 0 0 0 0 September 15, 2006............................ 0 0 0 0 0 0 0 0 September 15, 2007............................ 0 0 0 0 0 0 0 0 September 15, 2008............................ 0 0 0 0 0 0 0 0 September 15, 2009............................ 0 0 0 0 0 0 0 0 September 15, 2010............................ 0 0 0 0 0 0 0 0 September 15, 2011............................ 0 0 0 0 0 0 0 0 September 15, 2012............................ 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1).............. 3.49 1.97 1.43 1.16 1.00 0.85 0.64 0.28
PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-4 NOTES -------------------------------------------------------------------- ASSUMED ABS PERCENTAGE -------------------------------------------------------------------- DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - ---------------------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- Closing Date.................................. 100 100 100 100 100 100 100 100 September 15, 1998............................ 100 100 100 100 100 100 1 0 September 15, 1999............................ 100 100 53 0 0 0 0 0 September 15, 2000............................ 100 16 0 0 0 0 0 0 September 15, 2001............................ 100 0 0 0 0 0 0 0 September 15, 2002............................ 1 0 0 0 0 0 0 0 September 15, 2003............................ 0 0 0 0 0 0 0 0 September 15, 2004............................ 0 0 0 0 0 0 0 0 September 15, 2005............................ 0 0 0 0 0 0 0 0 September 15, 2006............................ 0 0 0 0 0 0 0 0 September 15, 2007............................ 0 0 0 0 0 0 0 0 September 15, 2008............................ 0 0 0 0 0 0 0 0 September 15, 2009............................ 0 0 0 0 0 0 0 0 September 15, 2010............................ 0 0 0 0 0 0 0 0 September 15, 2011............................ 0 0 0 0 0 0 0 0 September 15, 2012............................ 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1).............. 4.61 2.79 2.03 1.65 1.42 1.21 0.91 0.49
- ------------------ (1) The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment of such Note by the number of years from the date of the issuance of such Note to the Distribution Date on which such principal payment is made, (ii) adding the results and (iii) dividing the sum by the initial principal balance of such Note. THE ABS TABLES HAVE BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ABOVE (INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE RECEIVABLES WHICH WILL DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD BE READ IN CONJUNCTION THEREWITH. 41 PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-5 NOTES -------------------------------------------------------------------- ASSUMED ABS PERCENTAGE -------------------------------------------------------------------- DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - ---------------------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- Closing Date.................................. 100 100 100 100 100 100 100 100 September 15, 1998............................ 100 100 100 100 100 100 100 0 September 15, 1999............................ 100 100 100 78 36 0 0 0 September 15, 2000............................ 100 100 23 0 0 0 0 0 September 15, 2001............................ 100 28 0 0 0 0 0 0 September 15, 2002............................ 100 0 0 0 0 0 0 0 September 15, 2003............................ 51 0 0 0 0 0 0 0 September 15, 2004............................ 0 0 0 0 0 0 0 0 September 15, 2005............................ 0 0 0 0 0 0 0 0 September 15, 2006............................ 0 0 0 0 0 0 0 0 September 15, 2007............................ 0 0 0 0 0 0 0 0 September 15, 2008............................ 0 0 0 0 0 0 0 0 September 15, 2009............................ 0 0 0 0 0 0 0 0 September 15, 2010............................ 0 0 0 0 0 0 0 0 September 15, 2011............................ 0 0 0 0 0 0 0 0 September 15, 2012............................ 0 0 0 0 0 0 0 0 Weighted Average Life (years)................. 6.02 3.74 2.75 2.24 1.92 1.63 1.23 0.73
PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-6 NOTES -------------------------------------------------------------------- ASSUMED ABS PERCENTAGE -------------------------------------------------------------------- DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - ---------------------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- Closing Date.................................. 100 100 100 100 100 100 100 100 September 15, 1998............................ 100 100 100 100 100 100 100 64 September 15, 1999............................ 100 100 100 100 100 75 0 0 September 15, 2000............................ 100 100 100 33 0 0 0 0 September 15, 2001............................ 100 100 0 0 0 0 0 0 September 15, 2002............................ 100 31 0 0 0 0 0 0 September 15, 2003............................ 100 0 0 0 0 0 0 0 September 15, 2004............................ 96 0 0 0 0 0 0 0 September 15, 2005............................ 8 0 0 0 0 0 0 0 September 15, 2006............................ 0 0 0 0 0 0 0 0 September 15, 2007............................ 0 0 0 0 0 0 0 0 September 15, 2008............................ 0 0 0 0 0 0 0 0 September 15, 2009............................ 0 0 0 0 0 0 0 0 September 15, 2010............................ 0 0 0 0 0 0 0 0 September 15, 2011............................ 0 0 0 0 0 0 0 0 September 15, 2012............................ 0 0 0 0 0 0 0 0 Weighted Average Life (years)................. 7.54 4.85 3.60 2.92 2.50 2.12 1.65 1.05
- ------------------ (1) The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment of such Note by the number of years from the date of the issuance of such Note to the Distribution Date on which such principal payment is made, (ii) adding the results and (iii) dividing the sum by the initial principal balance of such Note. THE ABS TABLES HAVE BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ABOVE (INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE RECEIVABLES WHICH WILL DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD BE READ IN CONJUNCTION THEREWITH. 42 PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-7 NOTES ------------------------------------------------------------------------------------ ASSUMED ABS PERCENTAGE ------------------------------------------------------------------------------------ DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - --------------------------------- ------- ------- ------- ------- ------- ------- ------- ------- Closing Date..................... 100 100 100 100 100 100 100 100 September 15, 1998............... 100 100 100 100 100 100 100 100 September 15, 1999............... 100 100 100 100 100 100 37 0 September 15, 2000............... 100 100 100 100 25 0 0 0 September 15, 2001............... 100 100 91 0 0 0 0 0 September 15, 2002............... 100 100 0 0 0 0 0 0 September 15, 2003............... 100 17 0 0 0 0 0 0 September 15, 2004............... 100 0 0 0 0 0 0 0 September 15, 2005............... 100 0 0 0 0 0 0 0 September 15, 2006............... 0 0 0 0 0 0 0 0 September 15, 2007............... 0 0 0 0 0 0 0 0 September 15, 2008............... 0 0 0 0 0 0 0 0 September 15, 2009............... 0 0 0 0 0 0 0 0 September 15, 2010............... 0 0 0 0 0 0 0 0 September 15, 2011............... 0 0 0 0 0 0 0 0 September 15, 2012............... 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1)..................... 8.50 5.76 4.23 3.42 2.93 2.51 1.98 1.34
PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-8 NOTES ------------------------------------------------------------------------------------ ASSUMED ABS PERCENTAGE ------------------------------------------------------------------------------------ DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - --------------------------------- ------- ------- ------- ------- ------- ------- ------- ------- Closing Date..................... 100 100 100 100 100 100 100 100 September 15, 1998............... 100 100 100 100 100 100 100 100 September 15, 1999............... 100 100 100 100 100 100 100 11 September 15, 2000............... 100 100 100 100 100 39 0 0 September 15, 2001............... 100 100 100 44 0 0 0 0 September 15, 2002............... 100 100 41 0 0 0 0 0 September 15, 2003............... 100 100 0 0 0 0 0 0 September 15, 2004............... 100 32 0 0 0 0 0 0 September 15, 2005............... 100 0 0 0 0 0 0 0 September 15, 2006............... 91 0 0 0 0 0 0 0 September 15, 2007............... 2 0 0 0 0 0 0 0 September 15, 2008............... 0 0 0 0 0 0 0 0 September 15, 2009............... 0 0 0 0 0 0 0 0 September 15, 2010............... 0 0 0 0 0 0 0 0 September 15, 2011............... 0 0 0 0 0 0 0 0 September 15, 2012............... 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1)..................... 9.48 6.79 4.94 3.98 3.42 2.95 2.40 1.80
- ------------------ (1) The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment of such Note by the number of years from the date of the issuance of such Note to the Distribution Date on which such principal payment is made, (ii) adding the results and (iii) dividing the sum by the initial principal balance of such Note. THE ABS TABLES HAVE BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ABOVE (INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE RECEIVABLES WHICH WILL DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD BE READ IN CONJUNCTION THEREWITH. 43 PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-9 NOTES ------------------------------------------------------------------------------------ ASSUMED ABS PERCENTAGE ------------------------------------------------------------------------------------ DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - --------------------------------- ------- ------- ------- ------- ------- ------- ------- ------- Closing Date..................... 100 100 100 100 100 100 100 100 September 15, 1998............... 100 100 100 100 100 100 100 100 September 15, 1999............... 100 100 100 100 100 100 100 100 September 15, 2000............... 100 100 100 100 100 100 52 0 September 15, 2001............... 100 100 100 100 54 0 0 0 September 15, 2002............... 100 100 100 3 0 0 0 0 September 15, 2003............... 100 100 27 0 0 0 0 0 September 15, 2004............... 100 100 0 0 0 0 0 0 September 15, 2005............... 100 48 0 0 0 0 0 0 September 15, 2006............... 100 0 0 0 0 0 0 0 September 15, 2007............... 100 0 0 0 0 0 0 0 September 15, 2008............... 3 0 0 0 0 0 0 0 September 15, 2009............... 0 0 0 0 0 0 0 0 September 15, 2010............... 0 0 0 0 0 0 0 0 September 15, 2011............... 0 0 0 0 0 0 0 0 September 15, 2012............... 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1)..................... 10.51 8.00 5.83 4.67 4.07 3.60 3.03 2.28
PERCENT OF INITIAL NOTE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CLASS A-10 NOTES ------------------------------------------------------------------------------------ ASSUMED ABS PERCENTAGE ------------------------------------------------------------------------------------ DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - --------------------------------- ------- ------- ------- ------- ------- ------- ------- ------- Closing Date..................... 100 100 100 100 100 100 100 100 September 15, 1998............... 100 100 100 100 100 100 100 100 September 15, 1999............... 100 100 100 100 100 100 100 100 September 15, 2000............... 100 100 100 100 100 100 100 36 September 15, 2001............... 100 100 100 100 100 93 16 0 September 15, 2002............... 100 100 100 100 41 0 0 0 September 15, 2003............... 100 100 100 14 0 0 0 0 September 15, 2004............... 100 100 35 0 0 0 0 0 September 15, 2005............... 100 100 0 0 0 0 0 0 September 15, 2006............... 100 73 0 0 0 0 0 0 September 15, 2007............... 100 15 0 0 0 0 0 0 September 15, 2008............... 100 0 0 0 0 0 0 0 September 15, 2009............... 12 0 0 0 0 0 0 0 September 15, 2010............... 0 0 0 0 0 0 0 0 September 15, 2011............... 0 0 0 0 0 0 0 0 September 15, 2012............... 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1)..................... 11.61 9.41 6.85 5.60 4.93 4.37 3.69 2.89
- ------------------ (1) The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment of such Note by the number of years from the date of the issuance of such Note to the Distribution Date on which such principal payment is made, (ii) adding the results and (iii) dividing the sum by the initial principal balance of such Note. THE ABS TABLES HAVE BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ABOVE (INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE RECEIVABLES WHICH WILL DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD BE READ IN CONJUNCTION THEREWITH. 44 PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE AT VARIOUS ABS PERCENTAGES
CERTIFICATES ---------------------------------------------------------------------- ASSUMED ABS PERCENTAGE ---------------------------------------------------------------------- DISTRIBUTION DATES 0.00% 0.50% 0.75% 0.90% 1.00% 1.10% 1.25% 1.50% - -------------------------------------------- ------ ------ ----- ----- ----- ----- ----- ----- Closing Date................................ 100 100 100 100 100 100 100 100 September 15, 1998.......................... 100 100 100 100 100 100 100 100 September 15, 1999.......................... 100 100 100 100 100 100 100 100 September 15, 2000.......................... 100 100 100 100 100 100 100 100 September 15, 2001.......................... 100 100 100 100 100 100 100 40 September 15, 2002.......................... 100 100 100 100 100 93 38 0 September 15, 2003.......................... 100 100 100 100 64 25 0 0 September 15, 2004.......................... 100 100 100 48 8 0 0 0 September 15, 2005.......................... 100 100 68 4 0 0 0 0 September 15, 2006.......................... 100 100 26 0 0 0 0 0 September 15, 2007.......................... 100 100 0 0 0 0 0 0 September 15, 2008.......................... 100 65 0 0 0 0 0 0 September 15, 2009.......................... 100 26 0 0 0 0 0 0 September 15, 2010.......................... 56 9 0 0 0 0 0 0 September 15, 2011.......................... 0 0 0 0 0 0 0 0 September 15, 2012.......................... 0 0 0 0 0 0 0 0 Weighted Average Life (years)(1)............ 13.09 11.55 8.50 7.02 6.26 5.64 4.88 3.93
- ------------------ (1) The weighted average life of the Certificates is determined by (i) multiplying the amount of each principal payment on the Certificates by the number of years from the date of the issuance of the Certificates to the Distribution Date on which such principal payment is made, (ii) adding the results and (iii) dividing the sum by the initial Certificate Balance. THE ABS TABLES HAVE BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ABOVE (INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE RECEIVABLES WHICH WILL DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD BE READ IN CONJUNCTION THEREWITH. 45 POOL FACTORS AND TRADING INFORMATION The 'NOTE POOL FACTOR' for each class of Notes will be an eight-digit decimal that the Servicer will compute prior to each distribution with respect to such class of Notes expressing the remaining outstanding principal balance of such class of Notes, as of the applicable Distribution Date (after giving effect to payments to be made on such Distribution Date), as a fraction of the initial outstanding principal balance of such class of Notes. The 'CERTIFICATE POOL FACTOR' for the Certificates will be an eight-digit decimal that the Servicer will compute prior to each distribution with respect to the Certificates expressing the remaining Certificate Balance, as of the applicable Distribution Date (after giving effect to distributions to be made on such Distribution Date), as a fraction of the initial Certificate Balance. Each Note Pool Factor and the Certificate Pool Factor will be 1.00000000 as of the Cutoff Date and thereafter will decline to reflect reductions in the outstanding principal balance of the applicable class of Notes, or the reduction of the Certificate Balance, as the case may be. A Noteholder's portion of the aggregate outstanding principal balance of the related class of Notes is the product of (i) the original denomination of such Noteholder's Note and (ii) the applicable Note Pool Factor. A Certificateholder's portion of the aggregate outstanding Certificate Balance is the product of (a) the original denomination of such Certificateholder's Certificate and (b) the Certificate Pool Factor. The Paying Agent will send to Securityholders monthly reports concerning payments received on the Receivables, the Pool Balance, the Certificate Pool Factor or each Note Pool Factor, as applicable, and various other items of information specified herein. In addition, the Applicable Trustee or the Paying Agent will furnish to Securityholders of record during any calendar year any information for tax reporting purposes as required by law not later than the latest date permitted by law. See 'Certain Information Regarding the Securities--Reports to Securityholders' herein. DESCRIPTION OF THE NOTES GENERAL The Notes will be issued pursuant to the terms of the Indenture substantially in the form of the Indenture filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The following, as well as other pertinent information included elsewhere herein, summarizes the material terms of the Notes and the Indenture. The summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Notes and the Indenture. Norwest Bank Minnesota, National Association, a national banking corporation with its corporate trust offices located at Norwest Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0070, will be the Indenture Trustee under the Indenture. In the ordinary course of its business, the Indenture Trustee and its affiliates have engaged and may in the future engage in commercial banking or financial advisory transactions with the Sellers, the Servicer and their respective affiliates. PAYMENTS OF INTEREST Interest on the outstanding principal amount of each class of Notes will accrue at the applicable Interest Rate specified on the cover page hereof and will be payable to the Noteholders of record monthly on each Distribution Date, commencing October 15, 1997. Interest on the outstanding principal amount of each class of Notes will accrue at the applicable Interest Rate for each Interest Accrual Period and shall be calculated on the basis of a 360-day year based on the actual number of days with respect to the Class A-1 Notes, and on the basis of a 360-day year of twelve 30-day months with respect to all other classes of Notes. Interest payments on the Notes will generally be derived from the Available Amount after payment of the Servicer Payment and from amounts, if any, on deposit in the Reserve Account. See 'Description of the Transfer and Servicing Agreements--Distributions' and '--Subordination of the Certificates; Reserve Account' herein. Interest payments to all classes of Noteholders will have the same priority. Under certain circumstances, the amount available for interest payments on the Notes could be less than the amount of interest payable on the Notes on any Distribution Date, in which case each class of Noteholders will receive their ratable share (based upon the aggregate amount of interest due to such class of Noteholders) of the aggregate amount available to be distributed in respect of interest on the Notes. 46 PAYMENTS OF PRINCIPAL Principal payments will be made to the Noteholders on each Distribution Date in an amount generally equal to the Noteholders' Principal Distributable Amount. Principal payments on the Notes will generally be derived from the remaining Available Amount after payment of the Servicing Payment, the deposit of the Noteholders' Interest Distributable Amount into the Note Distribution Account and the deposit of the Certificateholders' Interest Distributable Amount into the Certificate Distribution Account, and from amounts, if any, on deposit in the Reserve Account. On each Distribution Date, principal payments on the Notes, to the extent of the Noteholders' Principal Distributable Amount, will be applied in the following order of priority: (i) to the principal balance of the Class A-1 Notes until the principal balance of the Class A-1 Notes is reduced to zero; (ii) to the principal balance of the Class A-2 Notes until the principal balance of the Class A-2 Notes is reduced to zero; (iii) to the principal balance of the Class A-3 Notes until the principal balance of the Class A-3 Notes is reduced to zero; (iv) to the principal balance of the Class A-4 Notes until the principal balance of the Class A-4 Notes is reduced to zero; (v) to the principal balance of the Class A-5 Notes until the principal balance of the Class A-5 Notes is reduced to zero; (vi) to the principal balance of the Class A-6 Notes until the principal balance of the Class A-6 Notes is reduced to zero; (vii) to the principal balance of the Class A-7 Notes until the principal balance of the Class A-7 Notes is reduced to zero; (viii) to the principal balance of the Class A-8 Notes until the principal balance of the Class A-8 Notes is reduced to zero; (ix) to the principal balance of the Class A-9 Notes until the principal balance of the Class A-9 Notes is reduced to zero; and (x) to the principal balance of the Class A-10 Notes until the principal balance of the Class A-10 Notes is reduced to zero. Notwithstanding the foregoing, if an Event of Default occurs and the Notes are accelerated, the Noteholders' Principal Distributable Amount shall be applied to the repayment of principal on each class of Notes pro rata on the basis of their respective unpaid principal amounts. The principal balance of each class of Notes, to the extent not previously paid, will be due on the Note Final Scheduled Distribution Date with respect to such class specified on the cover page hereof. The actual date on which the aggregate outstanding principal amount of any class of Notes is paid may be earlier than the applicable Note Final Scheduled Distribution Date based on a variety of factors, including those described under 'Weighted Average Life of the Securities' herein. THE INDENTURE Modification of Indenture. The Trust and the Indenture Trustee may, with the consent of the Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding, execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the Indenture, or modify (except as provided below) in any manner the rights of the Noteholders. Without the consent of the holder of each outstanding Note affected thereby, no supplemental indenture will: (i) change the date of payment of any installment of principal of or interest on any such Note or reduce the principal amount thereof, the Interest Rate specified thereon or the redemption price with respect thereto or change any place of payment where, or the coin or currency in which, any such Note or any interest thereon is payable; (ii) impair the right to institute suit for the enforcement of certain provisions of the Indenture regarding payment; (iii) reduce the percentage of the aggregate principal amount of the outstanding Notes, the consent of the Noteholders of which is required (a) for any such supplemental indenture or (b) for any waiver of compliance with certain provisions of the Indenture or of certain defaults thereunder and their consequences as provided for in the Indenture; (iv) modify or alter the provisions of the Indenture regarding the voting of Notes held by the Trust, any other obligor on such Notes, the Sellers or an affiliate of any of them; (v) reduce the percentage of the aggregate outstanding principal amount of such Notes required to direct the Indenture Trustee to sell or liquidate the Receivables, the consent of the Noteholders of which is required if the proceeds of such sale or liquidation would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes; (vi) decrease the percentage of the aggregate principal amount of the Notes required to amend the sections of the Indenture that specify the applicable percentage of aggregate principal amount of the Notes necessary to amend the Indenture or certain other related 47 agreements; (vii) modify any provisions of the Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation); or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for the Notes or, except as otherwise permitted or contemplated in the Indenture, terminate the lien of the Indenture on any such collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture. The Trust and the Indenture Trustee may also enter into supplemental indentures, without obtaining the consent of the Noteholders, for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Noteholders; provided that such action will not materially adversely affect the interest of any such Noteholder. In addition to the foregoing limitations on executing supplemental indentures, the Issuer will covenant in the Sale and Servicing Agreement not to execute any supplemental indentures without the prior written consent of CITSF, as Administrator. Events of Default; Rights Upon Event of Default. With respect to the Notes, 'EVENTS OF DEFAULT' under the Indenture will consist of: (i) a default in the payment of any interest on any such Note for a period of 5 days; (ii) a default in the payment of the principal of or any installment of the principal of any such Note when the same becomes due and payable; (iii) a default in the observance or performance of any covenant or agreement of the Trust made in the Indenture, which default materially adversely affects the rights of the Noteholders and which default continues for a period of 30 days after written notice thereof is given to the Trust by the Indenture Trustee or to the Trust and the Indenture Trustee by the Noteholders representing not less than 25% of the aggregate principal amount of the Notes then outstanding (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 90 days or less); or (iv) certain events of bankruptcy, insolvency, receivership or liquidation of the Trust. However, the amount of principal required to be paid to Noteholders under the Indenture will generally be limited to the Principal Distributable Amount (absent acceleration of the Notes). Therefore, the failure to pay principal on a class of Notes on any Distribution Date generally will not result in the occurrence of an Event of Default until the Note Final Scheduled Distribution Date for such class of Notes. If an Event of Default occurs and is continuing with respect to the Notes, the Indenture Trustee or the Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding may declare the principal of the Notes to be immediately due and payable. Such declaration may, under certain circumstances, be rescinded by the Noteholders representing not less than a majority of the aggregate principal amount of such Notes then outstanding. If the Notes are declared to be due and payable following an Event of Default with respect thereto, the Indenture Trustee may institute proceedings to collect amounts due or foreclose on the Trust property, exercise remedies as a secured party, sell the Receivables or elect to have the Trust maintain possession of the Receivables and continue to apply collections on the Receivables as if there had been no declaration of acceleration. However, the Indenture Trustee is prohibited from selling the Receivables following an Event of Default, unless (i) Noteholders representing 100% of the aggregate principal amount of the Notes then outstanding consent to such sale, (ii) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the outstanding Notes and the Certificate Balance and accrued interest on the Certificates, in each case at the date of such sale, or (iii) there has been an Event of Default arising from a failure to make a required payment of principal of or interest on any Notes, and the Indenture Trustee determines that the proceeds of Receivables would not be sufficient on an ongoing basis to make all payments on the Notes as such payments would have become due if such obligations had not been declared due and payable, and the Indenture Trustee obtains the consent of Noteholders representing not less than 66-2/3% of the aggregate principal amount of the Notes then outstanding. If an Event of Default occurs and is continuing with respect to the Notes, the Indenture Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or 48 direction of any of the Noteholders if the Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to the provisions for indemnification and certain limitations contained in the Indenture, Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee, and Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of Noteholders representing 100% of the aggregate principal amount of the Notes then outstanding. No Noteholders will have the right to institute any proceeding with respect to the Indenture unless (i) such holder has previously given written notice to the Indenture Trustee of a continuing Event of Default, (ii) Noteholders representing not less than 25% of the aggregate principal amount of the Notes then outstanding have made written request to the Indenture Trustee to institute such proceeding in its own name as Indenture Trustee, (iii) such Noteholder or Noteholders have offered the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request, (iv) the Indenture Trustee has for 60 days after receipt of such notice, request and offer of indemnity failed to institute such proceeding, and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding. In addition, the Indenture Trustee and the Noteholders, by accepting the Notes, will covenant that they will not at any time institute against the Trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law. With respect to the Trust, neither the Indenture Trustee nor the Owner Trustee in its individual capacity, nor any holder of a Certificate representing an ownership interest in the Trust nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the Notes or for the agreements of the Trust contained in the Indenture. CERTAIN COVENANTS The Indenture will provide that the Trust may not consolidate with or merge into any other entity, unless (i) the entity formed by or surviving such consolidation or merger is organized under the laws of the United States, any state of the United States or the District of Columbia, (ii) such entity expressly assumes the Trust's obligation to make due and punctual payments of principal of and interest on the Notes and the performance or observance of every agreement and covenant of the Trust under the Indenture, (iii) no Event of Default shall have occurred and be continuing immediately after such merger or consolidation, (iv) the Trust has been advised that no rating then in effect of the Notes or the Certificates by any Rating Agency would be downgraded or withdrawn as a result of such merger or consolidation, (v) such action as was necessary to maintain the lien and security interest created by the Indenture shall have been taken and (vi) the Trust has received an opinion of counsel to the effect that such consolidation or merger would have no material adverse tax consequence to the Trust or to any Noteholder or Certificateholder. The Trust will not, among other things, (i) except as expressly permitted by the Indenture or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Trust, (ii) claim any credit on or make any deduction from the principal or interest payable in respect of the Notes (other than amounts withheld under the Code or applicable state law) or assert any claim against any present or former holder of such Notes because of the payment of taxes levied or assessed upon the Trust, (iii) permit the validity or effectiveness of the Indenture to be impaired, or permit the lien of the Indenture to be amended, hypothecated, subordinated, terminated or discharged 49 or permit any person to be released from any covenants or obligations with respect to the Notes under the Indenture except as may be expressly permitted thereby, (iv) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the Trust or any party thereof, or any interest therein or the proceeds thereof (other than tax liens, mechanics' liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor) or (v) permit any lien of the Indenture not to constitute a valid first priority security interest in the Trust (other than with respect to any such tax, mechanics or other lien). The Trust may not engage in any activity other than as specified herein. The Trust will not incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the Notes and the Indenture or otherwise in accordance with the Indenture or the Sale and Servicing Agreement. Annual Compliance Statement. The Trust will be required to file annually with the Indenture Trustee a written statement as to the fulfillment of its obligations under the Indenture. Indenture Trustee's Annual Report. The Indenture Trustee will be required to mail each year to all Noteholders a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the Indenture, any amounts advanced by it under the Indenture, the amount, interest rate and maturity date of certain indebtedness owing by the Trust to the Indenture Trustee in its individual capacity, the property and funds physically held by the Indenture Trustee as such and any action taken by it that materially affects the Notes and that has not been previously reported. Satisfaction and Discharge of Indenture. The Indenture will be discharged with respect to the Notes upon the delivery to the Indenture Trustee for cancellation of all the Notes or, with certain limitations, upon deposit with the Indenture Trustee of funds sufficient for the payment in full of all the Notes. THE INDENTURE TRUSTEE The Indenture Trustee may resign at any time by notifying the Issuer and the Noteholders, in which event the Issuer will be obligated to appoint a successor indenture trustee. The Issuer may remove the Indenture Trustee if the Indenture Trustee ceases to be eligible to continue as such under the Indenture or if the Indenture Trustee becomes insolvent. Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding may also remove the Indenture Trustee by so notifying the Indenture Trustee. In such circumstances, the Issuer will be obligated to appoint a successor indenture trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee will not become effective until acceptance of the appointment by the successor indenture trustee. DESCRIPTION OF THE CERTIFICATES GENERAL The Certificates will be issued pursuant to the terms of the Trust Agreement in substantially the form of the Trust Agreement filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The following, as well as other pertinent information included elsewhere herein, summarizes the material terms of the Certificates and the Trust Agreement. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Certificates and the Trust Agreement. RESTRICTIONS ON OWNERSHIP Purchasers of Certificates and their assignees will be deemed to represent that the beneficial owners of such Certificates are not Foreign Investors and that no Plan Assets of any Plan were used to acquire the Certificates. See 'Certain Federal Income Tax Consequences' and 'ERISA Considerations' herein. 50 DISTRIBUTION OF INTEREST INCOME On each Distribution Date, commencing October 15, 1997, the Certificateholders will be entitled to distributions in an amount equal to the amount of interest that would accrue on the Certificate Balance at the Certificate Rate. Interest in respect of a Distribution Date will accrue during the related Interest Accrual Period and shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest distributions due for any Distribution Date but not distributed on such Distribution Date will be due on the next Distribution Date in addition to an amount equal to interest on such amount at the Certificate Rate (to the extent lawful). Interest distributions with respect to the Certificates will generally be derived from the Available Amount remaining after the payment of the Servicer Payment and the deposit of the Noteholders' Interest Distributable Amount into the Note Distribution Account and from amounts, if any, on deposit in the Reserve Account. See 'Description of the Transfer and Servicing Agreement--Distributions' and '--Subordination of the Certificates; Reserve Account' herein. The Certificateholders will not receive any distributions of interest with respect to an Interest Accrual Period until the full amount of interest on the Notes due with respect to such Interest Accrual Period has been deposited in the Note Distribution Account. If an Event of Default occurs and the Notes are accelerated, Certificateholders will not be entitled to receive any distributions of interest or principal until the Notes have been paid in full. DISTRIBUTIONS OF PRINCIPAL PAYMENTS Certificateholders will be entitled to distributions of principal on each Distribution Date in an amount generally equal to the Certificateholders' Principal Distributable Amount. The Certificateholders' Principal Distributable Amount will be zero for each Distribution Date occurring before the Distribution Date on which the Notes have been paid in full; and on and after such Distribution Date, it will generally be 100% of the Principal Distributable Amount (after payment of all of the Notes in full). Distributions with respect to principal payments on the Certificates will generally be derived from the Available Amount remaining after the payment of the Servicer Payment, the deposit of the Noteholders' Distributable Amount into the Note Distribution Account and the deposit of the Certificateholders' Interest Distributable Amount into the Certificate Distribution Account and from amounts, if any, on deposit in the Reserve Account. Notwithstanding the foregoing, if an Event of Default occurs and the Notes are accelerated, the Certificateholders will not be entitled to receive any distributions of interest or principal until the Notes have been paid in full. See 'Description of the Transfer and Servicing Agreements--Distributions' and '--Subordination of the Certificates; Reserve Account' herein. OPTIONAL PREPAYMENT On any Distribution Date, after the Notes have been paid in full, the Certificates will be prepaid if the Servicer exercises its option to purchase the Receivables. The Servicer may purchase the Receivables after the last day of a Collection Period as to which the Pool Balance shall have declined to 5% or less of the Cutoff Date Pool Balance. If the Servicer exercises its option to purchase the Receivables, the Certificateholders will receive an amount equal to the Certificate Balance then outstanding together with accrued interest at the Certificate Rate, which distribution shall effect early retirement of the Certificates. See 'Description of the Transfer and Servicing Agreements-- Termination' herein. THE OWNER TRUSTEE The Owner Trustee's liability in connection with the issuance and sale of the Securities is limited solely to the express obligations of the Owner Trustee set forth in the Trust Agreement and the Sale and Servicing Agreement. The Owner Trustee under the Trust Agreement will perform administrative functions, including making distributions from the Certificate Distribution Account. The Owner Trustee may resign at any time by giving written notice thereof to the Sellers under the Trust Agreement, in which event the Sellers will be obligated to appoint a successor owner trustee. The Sellers may also remove the Owner Trustee if the Owner Trustee ceases to be eligible to continue as Owner Trustee under the Trust Agreement, becomes legally unable to act or if the Owner Trustee becomes insolvent. 51 In such circumstances, the Sellers will be obligated to appoint a successor owner trustee. Any resignation or removal of the Owner Trustee and appointment of a successor owner trustee will not become effective until acceptance of the appointment by the successor owner trustee. CERTAIN INFORMATION REGARDING THE SECURITIES BOOK-ENTRY REGISTRATION Securityholders may hold their Securities through DTC (in the United States) or Cedel or Euroclear (in Europe), which in turn hold through DTC, if they are participants of such systems, or indirectly through organizations that are participants in such systems. The Sellers have been informed by DTC that DTC's nominee will be Cede. Accordingly, such nominee is expected to be the holder of record of any Book-Entry Securities. Unless and until Definitive Securities are issued under the limited circumstances described herein, no Securityholder will be entitled to receive a physical certificate representing its interest in such Security. All references herein to actions by Securityholders refer to actions taken by DTC upon instructions from its Participants and all references herein to distributions, notices, reports and statements to Securityholders of Book-Entry Securities refer to distributions, notices, reports and statements to DTC or its nominee, as the registered holder of the Securities, for distribution to Securityholders in accordance with DTC's procedures with respect thereto. See '--Definitive Securities' herein. Cedel and Euroclear will hold omnibus positions on behalf of the Cedel Participants and the Euroclear Participants, respectively, through customers' securities accounts in Cedel's and Euroclear's names on the books of their respective depositaries (collectively, the 'DEPOSITARIES'), which in turn will hold such positions in customers' securities accounts in the Depositaries' names on the books of DTC. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a 'CLEARING CORPORATION' within the meaning of the New York Uniform Commercial Code and a 'CLEARING AGENCY' registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its Participants and facilitate the clearance and settlement of securities transactions between Participants through electronic book-entry changes in accounts of its Participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers (who may include any Underwriter), banks, trust companies and clearing corporations and may include certain other organizations, including Cedel and Euroclear. Indirect access to the DTC system also is available to Indirect Participants such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Transfers between Participants will occur in accordance with DTC rules. Transfers between Cedel Participants and Euroclear Participants will occur in the ordinary way in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC in the United States, on the one hand, and directly or indirectly through Cedel Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Cedel Participants and Euroclear Participants may not deliver instructions directly to the Depositaries. Because of time-zone differences, credits or securities in Cedel or Euroclear as a result of a transaction with a Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in 52 such securities settled during such processing will be reported to the relevant Cedel Participant or Euroclear Participant on such business day. Cash received in Cedel or Euroclear as a result of sales of securities by or through a Cedel Participant or Euroclear Participant to a Participant will be received with value on the DTC settlement date but will be available in the relevant Cedel or Euroclear cash account only as of the business day following settlement in DTC. A 'SECURITYHOLDER,' as used herein, shall mean a holder of a beneficial interest in a Book-Entry Security. Securityholders that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interest in, Securities may do so only through Participants and Indirect Participants. In addition, Securityholders will receive all distributions of principal of and interest on Securities from the Owner Trustee or Indenture Trustee, as applicable (the 'APPLICABLE TRUSTEE'), through the Participants, who in turn will receive them from DTC. Under a book-entry format, Securityholders may experience some delay in their receipt of payments, since such payments will be forwarded by the Applicable Trustee to Cede, as nominee for DTC. DTC will forward such payments to its Participants which thereafter will forward them to Indirect Participants or Securityholders. It is anticipated that the only 'NOTEHOLDER' and 'CERTIFICATEHOLDER' will be Cede, as nominee of DTC. Securityholders will not be recognized by the Applicable Trustee as Noteholders or Certificateholders, as such term is used in the Trust Agreement and Indenture, as applicable, and Securityholders will only be permitted to exercise the rights of Securityholders indirectly through DTC, Cedel or Euroclear and their respective participants or organizations. Under the rules, regulations and procedures creating and affecting DTC and its operations (the 'RULES'), DTC is required to make book-entry transfers of Securities among Participants on whose behalf it acts with respect to the Securities and to receive and transmit distributions of principal of, and interest on, the Securities. Participants and Indirect Participants with which Securityholders have accounts with respect to the Securities similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Securityholders. Accordingly, although Securityholders will not physically possess Securities, the Rules provide a mechanism by which Participants will receive payments and will be able to transfer their interests. Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a Securityholder to pledge Securities to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Securities, may be limited due to the lack of physical certificates for such Securities. DTC has advised the Sellers that it will take any action permitted to be taken by a Noteholder under the Indenture or a Certificateholder under the Trust Agreement, as applicable, only at the direction of one or more Participants to whose accounts with DTC the applicable Notes or Certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests. Cedel Bank, societe anonyme ('CEDEL') is incorporated under the laws of Luxembourg as a professional depository. Cedel holds securities for its participating organizations ('CEDEL PARTICIPANTS') and facilitates the clearance and settlement of securities transactions between Cedel Participants through electronic book-entry changes in accounts of Cedel Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled by Cedel in any of 28 currencies, including United States dollars. Cedel provides to its Cedel Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Cedel interfaces with domestic markets in several countries. As a professional depository, Cedel is subject to regulations by the Luxembourg Monetary Institute. Cedel Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include any Underwriter. Indirect access to Cedel is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Cedel Participant, either directly or indirectly. The Euroclear System ('EUROCLEAR') was created in 1968 to hold securities for participants of Euroclear ('EUROCLEAR PARTICIPANTS') and to clear and settle transactions between Euroclear 53 Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 27 currencies, including United States dollars. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangement for cross-market transfers with DTC described above. Euroclear is operated by Morgan Guaranty Trust Company of New York, Brussels, Belgium office (the 'EUROCLEAR OPERATOR'), under contract with Euroclear Clearance System, S.C., a Belgian cooperative corporation (the 'COOPERATIVE'). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any Underwriter. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly. The Euroclear Operator is the Belgian branch of a New York banking corporation which is a member of the Federal Reserve System. As such, it is regulated and examined by the Board of Governors of the Federal Reserve System and the New York State Banking Department, as well as the Belgian Banking Commission. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of Euroclear and applicable Belgian law (collectively, the 'TERMS AND CONDITIONS'). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawal of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants. Distributions with respect to Securities held through Cedel or Euroclear will be credited to the cash accounts of Cedel Participants or Euroclear Participants in accordance with the relevant system's rules and procedures, to the extent received by its Depositary. Such distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. Cedel or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a Securityholder under the Indenture or the Trust Agreement, as applicable, on behalf of a Cedel Participant or a Euroclear Participant only in accordance with its relevant rules and procedures and subject to its Depositary's ability to effect such actions on its behalf through DTC. Although DTC, Cedel and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Securities among participants of DTC, Cedel and Euroclear, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Except as required by law, the Applicable Trustee will not have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Securities held by DTC, Cedel or Euroclear or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. DEFINITIVE SECURITIES The Notes of any class and the Certificates issued in book-entry form will be issued in fully registered, certificated form ('DEFINITIVE NOTES' and 'DEFINITIVE CERTIFICATES,' as the case may be, and collectively referred to herein as 'DEFINITIVE SECURITIES') to Noteholders or Certificateholders or their respective nominees, rather than to the DTC or its nominee, only if (i) the Sellers advise the Applicable Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the Securities and the Applicable Trustee is unable to locate a qualified successor depository, (ii) the Sellers, at their option, elect to terminate the book-entry 54 system through DTC or (iii) after the occurrence of an Event of Default or an Event of Servicing Termination, holders representing not less than a majority of the outstanding principal amount of the Notes of such class or the Certificates, as applicable, advise DTC through Participants in writing (with instructions to notify the Applicable Trustee in writing) that the continuation of a book-entry system through DTC (or a successor thereto) with respect to such Notes or Certificates is no longer in the best interest of the holders of such Securities. Upon the occurrence of any event described in the immediately preceding paragraph, DTC will be required to notify all applicable Securityholders through Participants of the availability of Definitive Securities. Upon surrender by DTC of the definitive certificates representing the corresponding Securities and receipt of instructions for re-registration, the Applicable Trustee will reissue such Securities as Definitive Securities to such Securityholders. Distributions of principal with respect to, and interest on, such Definitive Securities will thereafter be made in accordance with the procedures set forth in the Indenture or the Trust Agreement, as applicable, directly to holders of Definitive Securities in whose names the Definitive Securities were registered at the close of business on the Record Date. Such distributions will be made by check mailed to the address of such holder as it appears on the register maintained by the Applicable Trustee. The final payment on any such Definitive Security (whether a Definitive Security or the Securities registered in the name of Cede representing the Securities), however, will be made only upon presentation and surrender of such Definitive Security at the office or agency specified in the notice of final distribution to the applicable Securityholders. Definitive Securities will be transferable and exchangeable at the offices of the transfer agent and registrar, which shall initially be the corporate trust department of Chase (in such capacity, the 'TRANSFER AGENT AND REGISTRAR'). No service charge will be imposed for any registration of transfer or exchange, but the Applicable Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. LIST OF SECURITYHOLDERS Three or more Noteholders (each of whom has owned a Note for at least six months) may, by written request to the Indenture Trustee, obtain access to the list of all Noteholders maintained by the Indenture Trustee for the purpose of communicating with other Noteholders with respect to their rights under the Indenture or the Notes. The Indenture Trustee may elect not to afford the requesting Noteholders access to the list of such Noteholders if it agrees to mail the desired communication or proxy, on behalf and at the expense of the requesting Noteholders, to all Noteholders of record. Unless Definitive Notes have been issued, the only Noteholder appearing on the list maintained by the Indenture Trustee will be Cede, as nominee for DTC. In such circumstances, any beneficial owner of a Note wishing to communicate with other beneficial owners of Notes will not be able to identify those beneficial owners through the Indenture Trustee and instead will have to attempt to identify them through DTC and its Participants or such other means as such beneficial owner may find available. Three or more Certificateholders or one or more Certificateholders representing not less than 25% of the Certificate Balance may, by written request to the Owner Trustee or registrar for the Certificates specified in the Trust Agreement, obtain access to the list of all Certificateholders for the purpose of communicating with such Certificateholders with respect to their rights under the Trust Agreement or under the Certificates. Unless Definitive Certificates have been issued, the only Certificateholder appearing on the list maintained by the Owner Trustee will be Cede, as nominee for DTC. In such circumstances, any beneficial owner of a Certificate wishing to communicate with other beneficial owners of Certificates will not be able to identify those beneficial owners through the Owner Trustee and instead will have to attempt to identify them through DTC and its Participants or such other means as such beneficial owner may find available. 55 REPORTS TO SECURITYHOLDERS On each Distribution Date, the Paying Agent will include with each distribution to each Noteholder and Certificateholder a statement prepared by the Servicer. Each such statement to be delivered to Noteholders will include (to the extent applicable), among other things, the following information as to the Notes with respect to such Distribution Date or the period since the previous Distribution Date, as applicable, and each such statement to be delivered to Certificateholders will include (to the extent applicable) the following information as to the Certificates with respect to such Distribution Date or the period since the previous Distribution Date, as applicable: (i) the amount of the distribution allocable to interest with respect to each class of Notes and to the Certificate Balance and the derivation of such amounts; (ii) the amount of the distribution allocable to principal on or with respect to each class of Notes and the Certificates; (iii) the amount of the Servicing Fee paid and the amount of Monthly Advances being reimbursed to the Servicer in respect of the related Collection Period, and the total Servicer Payment; (iv) the Pool Balance as of the close of business on the last day of the preceding Collection Period; (v) the aggregate outstanding principal balance and the Note Pool Factor for each class of Notes, and the Certificate Balance and the Certificate Pool Factor, in each case after giving effect to all payments reported under clause (i) above on such date; (vi) the amount of the Aggregate Net Losses, if any, for the preceding Collection Period and the derivation of such amount, and the amount of Aggregate Losses on all Liquidated Receivables for the year to date; (vii) the Noteholders' Interest Carryover Shortfall, the Noteholders' Principal Carryover Shortfall, the Certificateholders' Interest Carryover Shortfall and the Certificateholders' Principal Carryover Shortfall, if any, in each case as applicable to each class of Securities and the change in such amounts from the preceding statement; (viii) the aggregate Repurchase Amounts with respect to the Receivables, if any, that were repurchased by either Seller or purchased by the Servicer in such Collection Period; (ix) the balance of the Reserve Account as of such date, after giving effect to changes therein on such date, the Specified Reserve Account Balance on such date and the components of calculating any such required balance; (x) the amount of Monthly Advances included in the Available Amount; and (xi) the balance of the Paid-Ahead Account as of such date, after giving effect to any changes therein on such date. Each amount set forth pursuant to subclauses (i), (ii) and (iii) with respect to the Notes or the Certificates will be expressed as a dollar amount per $1,000 of the initial principal balance of such Notes or the initial Certificate Balance, as applicable. The statements for each Collection Period will be delivered to DTC for further distribution to Securityholders in accordance with DTC procedures. See 'Certain Information Regarding the Securities--Book-Entry Registration' herein. Chase, as Administrator, will file with the Commission such periodic reports with respect to the Trust as required under the Exchange Act and the rules and regulations of the Commission thereunder. Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Trust, the Applicable Trustee or the Paying Agent will furnish to each person who at any time during such calendar year has been a Noteholder or a Certificateholder and received any payment thereon a statement containing certain information for the purposes of such Securityholder's preparation of federal income tax returns. See 'Certain Federal Income Tax Consequences' herein. 56 DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS The following, as well as other information included elsewhere herein, summarizes the material terms of the Sale and Servicing Agreement, the Trust Agreement and the Administration Agreements (collectively, the 'TRANSFER AND SERVICING AGREEMENTS'). Each of the Transfer and Servicing Agreements is in substantially the form of the corresponding agreement filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements. The following summary supplements the description of the general terms and provisions of the Transfer and Servicing Agreements set forth herein, to which description reference is hereby made. SALE AND ASSIGNMENT OF RECEIVABLES Pursuant to the Sale and Servicing Agreement, on or before the Closing Date, the Sellers will transfer and assign to the Trust in consideration of the receipt of the Securities, without recourse, their entire interest in the Receivables, certain related property and the proceeds thereof, including, among other things, their respective security interests in the related Financed Vehicles. Each Receivable will be identified in a schedule appearing as an exhibit to the Sale and Servicing Agreement (a 'SCHEDULE OF RECEIVABLES'). The Sellers will sell the Certificates to the Certificate Underwriter and the Notes to the Note Underwriters. See 'Underwriting' herein. In the Sale and Servicing Agreement, each Seller will make representations and warranties with respect to its Receivables and the security interests in the Financed Vehicles related thereto, which representations and warranties will include, among others, the following: (i) each Receivable (A) was originated by a Dealer and acquired by an Originator from such Dealer in the ordinary course of business, (B) was originated by an Originator directly, or (C) was a Bulk Purchase Receivable; (ii) each Receivable is secured by a Financed Vehicle; (iii) each Receivable was originated in the form of a retail installment sales contract with a Dealer or a purchase money loan from an Originator through a Dealer located in one of the states of the United States (or the District of Columbia) or without the involvement of a Dealer for the financing of a Financed Vehicle, and in each case was fully and properly executed by the parties thereto; (iv) (A) in the case of a Receivable originated with the involvement of a Dealer, if in the form of a retail installment sales contract, such Receivable was purchased by an Originator from the originating Dealer and was validly assigned by such Dealer to such Originator and (B) in the case of a Chase Financial Receivable, such Receivable was purchased by Chase USA from CFAC or CFHI, and was validly assigned by CFAC or CFHI, as applicable, to Chase USA; (v) no provision of a Receivable has been waived, altered or modified in any respect, except by instruments or documents contained in the related Receivables file; (vi) each Receivable is a legal, valid and binding obligation of the related Obligor and is enforceable in accordance with its terms (except as may be limited by laws affecting creditors' rights generally); (vii) as of the Cutoff Date, such Seller had no knowledge of any facts which would give rise to any right of rescission, setoff, counterclaim or defense or of the same being asserted or threatened with respect to any Receivable; (viii) the Obligor on each Receivable is required to maintain physical damage insurance covering the related Financed Vehicle in accordance with its terms; (ix) no Receivable was originated in or is subject to the laws of any jurisdiction whose laws would prohibit (A) the transfer of the Receivable to the Trust pursuant to the Sale and Servicing Agreement, (B) the ownership of the Receivable by the Trust or (C) the pledge by the Trust of such Receivable to the Indenture Trustee; (x) each Receivable complies with all requirements of law in all material respects; (xi) no Receivable has been satisfied, subordinated in whole or in part or rescinded, and no Financed Vehicle has been released from the security interest of the related Receivable in whole or in part; (xii) each Receivable creates a valid and enforceable first priority security interest in favor of the originator of such Receivable in the Financed Vehicle covered thereby, such security interest is assignable to the Trust (by such originator to such Seller, if such originator is not such Seller, and by such Seller to the Trust), and all necessary action with respect to such Receivable has been taken to perfect the security interest in the related Financed Vehicle in favor of such originator; (xiii) all parties to each Receivable had capacity to execute such Receivable; (xiv) no Receivable has been 57 sold, assigned or pledged by such Seller to any person other than the Trust and, prior to the transfer of the Receivables by such Seller to the Trust, such Seller had good and marketable title to such Receivable, free and clear of any lien, encumbrance, equity, loan, pledge, charge, claim or security interest, and such Seller was the sole owner and had full right to transfer such Receivable to the Trust; (xv) as of the Cutoff Date, such Seller had no knowledge that a default, breach, violation or event permitting acceleration under any Receivable existed; such Seller had no knowledge of any event which with notice and the expiration of any grace or cure period would constitute a default, breach, violation or event permitting acceleration under such Receivable (except for payment delinquencies permitted as described herein), and such Seller has not waived any of the foregoing (except for payment delinquencies permitted); (xvi) as of the Cutoff Date, such Seller had no knowledge of any liens or claims which have been filed for work, labor or materials affecting a Financed Vehicle securing a Receivable, which are or may be liens prior to or equal or coordinate with the security interest of the Receivable; (xvii) each Receivable is a fully amortizing loan with interest at a fixed rate (the 'CONTRACT RATE'), provides for level payments over the term of such Receivable and is either a Simple Interest Receivable or a Precomputed Receivable; (xviii) each Receivable contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the related collateral (except as may be limited by creditors' rights generally); (xix) the description of each Receivable set forth in the Schedule of Receivables is true and correct as of its date; (xx) no Obligor is the United States of America or any state or any agency, department, instrumentality or political subdivision thereof; (xxi) if the Obligor is in the military (including an Obligor who is a member of the National Guard or is in the reserves) and the Receivable is subject to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended (the 'SOLDIERS' AND SAILORS' CIVIL RELIEF ACT'), or the California Military Reservist Relief Act of 1991 (the 'MILITARY RESERVIST RELIEF ACT'), such Obligor has not made a claim to a Seller or the Servicer that (A) the amount of interest on the Receivable should be limited to 6% pursuant to the Soldiers' and Sailors' Civil Relief Act during the period of such Obligor's active duty status or (B) payments on the Receivable should be delayed pursuant to the Military Reservist Relief Act, in either case unless a court has ordered otherwise upon application of a Seller (in either case 'RELIEF ACT REDUCTION'); (xxii) there is only one original executed copy of each Receivable, which, prior to the execution of the Sale and Servicing Agreement, was transferred to the Servicer on behalf of the Trust; (xxiii) the Receivable is 'chattel paper' as defined in the New York and Ohio Uniform Commercial Codes; (xxiv) each Receivable satisfies the other criteria specified above under 'The Receivables Pool' herein; and (xxv) each Receivable was originated in the United States of America. The representations and warranties will be for the benefit of the Trust and, with respect to any Receivable purchased by the Servicer, the Servicer. As of the last day of the month following the date (or, if the related Seller elects, the last day of the month including such date) on which the related Seller discovers or receives written notice from the Owner Trustee or the Indenture Trustee that a Receivable did not meet any of the criteria set forth in the Sale and Servicing Agreement as of the Closing Date or the Cutoff Date, as applicable, and such failure materially adversely affects the interests of the Securityholders in such Receivable (regardless of whether such Seller had actual knowledge of such failure as of the Cutoff Date), such Seller, unless it has cured the failed criterion, will repurchase such Receivable from the Trust at a price equal to the Actual Principal Balance owed by the Obligor thereof plus accrued and unpaid interest thereon at the respective Contract Rate through such last day (the 'REPURCHASE AMOUNT'). For administrative convenience, if Chase is obligated pursuant to the Sale and Servicing Agreement to repurchase a Receivable from the Trust, Chase USA, at its option, may satisfy Chase's obligation by repurchasing such Receivable on the same terms. The repurchase obligation will constitute the sole remedy available to the Certificateholders or the Owner Trustee and the Noteholders or the Indenture Trustee for the failure of a Receivable to meet any of the criteria set forth in the Sale and Servicing Agreement. 'ACTUAL PRINCIPAL BALANCE' means, as of the close of business on the last day of any month, (a) with respect to a Precomputed Receivable, the sum of (i) the Principal Balance thereof as of such day and (ii) the portion of all scheduled payments on such Receivable due and unpaid on or prior to such day allocable to principal using the actuarial method and (b) with respect to a Simple Interest Receivable, its Principal Balance as of such day. 58 CUSTODY OF RECEIVABLES Pursuant to the Sale and Servicing Agreement, to assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Trust and the Indenture Trustee will appoint the Servicer as initial custodian of the Receivables files. Receivables will not be stamped or otherwise marked to reflect the transfer of the Receivables to the Trust and will not be segregated from the other recreational vehicle loans owned or serviced by the Servicer, CFMC or any of their respective affiliates. Custody of the Receivables files may be held by the Servicer or a third party custodian together with files for recreational vehicle loans or other loans owned by Chase RV Finance or CITSF. The Obligors under the Receivables will not be notified of the transfer of the Receivables to the Trust, but each Seller's accounting records and computer systems will be purged of all references to the Receivables to reflect the sale and assignment of the Receivables to the Trust. See 'Certain Legal Aspects of the Receivables' herein. ACCOUNTS The Sellers will establish the Collection Account, the Reserve Account and the Paid-Ahead Account in the name of the Indenture Trustee on behalf of the Noteholders and the Certificateholders and the Note Distribution Account in the name of the Indenture Trustee on behalf of the Noteholders. The Owner Trustee will establish the Certificate Distribution Account in the name of the Owner Trustee on behalf of the Certificateholders. Each of the Collection Account, the Paid-Ahead Account, the Reserve Account, the Note Distribution Account and the Certificate Distribution Account are collectively referred to herein as the 'TRUST ACCOUNTS.' Each Trust Account (other than the Reserve Account) will be established initially with the trust department of Chase, and the Reserve Account will be established initially with the trust department of Norwest Bank Minnesota, National Association. Chase, in its capacity as the initial paying agent (the 'PAYING AGENT'), will have the revocable right, at the direction of the Servicer, to withdraw funds from each Trust Account (other than the Reserve Account) for the purpose of making distributions to Securityholders in the manner provided in the Transfer and Servicing Agreements. See '--Subordination of the Certificates; Reserve Account' below. The Trust Accounts will be maintained as Eligible Deposit Accounts. An 'ELIGIBLE DEPOSIT ACCOUNT' shall be either (a) a separately identifiable deposit account established in the deposit taking department of a Qualified Institution or (b) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution. A 'QUALIFIED INSTITUTION' shall be a depository institution (including Chase) organized under the laws of the United States or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States or any state thereof and subject to supervision and examination by federal or state banking authorities, having a short-term certificate of deposit rating and a long-term unsecured debt rating confirmed by each Rating Agency as being consistent with the ratings of the Securities and, in the case of any such institution (including Chase) organized under the laws of the United States, the deposits of which are insured by the FDIC. A 'QUALIFIED TRUST INSTITUTION' shall be an institution organized under the laws of the United States or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States and subject to supervision and examination by federal or state banking authorities with the authority to act under such laws as a trustee or in any other fiduciary capacity, having not less than $1 billion in assets under fiduciary management and a long-term deposit rating confirmed by each Rating Agency as being consistent with the ratings of the Securities. Should Chase, Norwest Bank Minnesota, National Association or any other depositary of a Trust Account cease to be a Qualified Institution or Qualified Trust Institution, such Trust Account shall be moved to a Qualified Institution or Qualified Trust Institution, provided that such Trust Account may remain at such depositary if the Owner Trustee and the Indenture Trustee receive written confirmation from each related Rating Agency to the effect that the ratings of the Securities will not be adversely affected. Funds in the Trust Accounts will be invested as provided in the Sale and Servicing Agreement in Permitted Investments. 'PERMITTED INVESTMENTS' are generally limited to investments confirmed by 59 the related Rating Agencies as being consistent with the ratings of the Securities. Permitted Investments may include Securities issued by either Seller or its affiliates or trusts originated by either Seller or its affiliates, and may also include certain money market mutual funds for which Chase or any of its affiliates serves as an investment advisor, administrator, shareholder servicing agent and/or custodian or subcustodian (for which it collects fees and expenses). Permitted Investments are limited to obligations or securities that mature on or before the Business Day preceding the next Distribution Date (each such preceding day, a 'DEPOSIT DATE'). Investment earnings on funds deposited in the Trust Accounts (other than the Reserve Account), net of losses and investment expenses (collectively, 'INVESTMENT EARNINGS'), shall be paid to the Sellers. PAID-AHEAD PRECOMPUTED RECEIVABLES So long as CITSF is the Servicer and provided that (i) there exists no Event of Servicing Termination and (ii) each other condition to holding Paid-Ahead Amounts as may be required by the Sale and Servicing Agreement is satisfied, Paid-Ahead Amounts will be retained by the Servicer until the Deposit Date relating to the Collection Period in which such amounts were due. As provided in the Servicing Transfer Agreements, pending deposit into the Collection Account, Paid-Ahead Amounts will be transferred by the Servicer to CFMC and held by CFMC on behalf of the Servicer until the Business Day prior to the applicable Deposit Date. If any of the above-described conditions to retaining Paid-Ahead Amounts is not satisfied, Paid-Ahead Amounts will be deposited into the Paid-Ahead Account and retained therein until such time as the paid-ahead payment falls due. As of the Cutoff Date, the Servicer held $561,500.57 of Paid-Ahead Amounts on the Receivables. Until such time as Paid-Ahead Amounts are transferred from the Paid-Ahead Account or by the Servicer to the Collection Account, they will not constitute collected interest or collected principal and will not be available for distribution to the Noteholders or Certificateholders. SERVICING COMPENSATION The Servicer will be entitled to receive, out of collections on the Receivables, a Servicing Fee for each Collection Period, payable on the following Distribution Date, equal to the sum of (i) one-twelfth of the product of the Servicing Fee Rate and the Pool Balance as of the related Settlement Date (or, in the case of the first Distribution Date, the Cutoff Date Pool Balance) and (ii) any Administrative Fees paid by the Obligors during the related Collection Period. 'ADMINISTRATIVE FEES' shall mean late payment fees, extension fees and transfer of equity and assumption fees with respect to the Receivables. In addition, the Servicing Transfer Agreements provide that CFMC may be required to pay to CITSF a fee, or, in the alternative, CITSF may be required to pay CFMC a fee, in each case, based on the performance of the Receivables. If the ratio (expressed as a percentage) of (x) the Aggregate Losses on the Receivables for any calendar year or partial calendar year over (y) the average monthly Pool Balance with respect to such calendar year or partial calendar year is less than 0.60%, CFMC will be required to pay to CITSF an additional fee of up to 0.475% per annum of such average monthly Pool Balance (based on the actual level of Aggregate Losses), and if such ratio exceeds 0.60%, CITSF will be required to refund to CFMC an amount up to 0.200% per annum of such average monthly Pool Balance (based on the actual level of Aggregate Losses). Neither the Trust nor any successor Servicer under the Sale and Servicing Agreement will be entitled to receive from CFMC or will be required to refund to CFMC any of the foregoing amounts. A 'LOSS' on a Receivable is equal to the sum of its principal balance, accrued interest thereon, collection and insurance expenses, repossession and liquidation expenses and forbearance expenses related to such Receivable, net of any liquidation proceeds, insurance proceeds, collections, and any recoveries on such Receivable. 'AGGREGATE LOSSES' mean, with respect to any calendar year or partial calendar year, an amount equal to (x) the sum of the Losses for such calendar year or partial calendar year, less (y) any recoveries (including, but not limited to, sales proceeds and insurance credits) received during such calendar year or partial calendar year in respect of the Receivables in default in, and included in the calculation of Aggregate Losses with respect to, any prior calendar year or partial calendar year. 60 Payments to the Servicer of such amounts will compensate the Servicer for performing the functions of a third party servicer of Recreational Vehicle Loans as an agent for the Trust, including collecting and posting all payments, responding to inquiries of Obligors, investigating delinquencies, reporting federal income tax information to Obligors, monitoring the Financed Vehicles in cases of Obligor default and handling the foreclosure or other liquidation of the Financed Vehicle in appropriate instances (subject to reimbursement of its expenses incurred in connection with such foreclosure, liquidation or other realization on the Receivables to the extent described herein). The Servicing Fee will also compensate the Servicer for serving as an Administrator under its related Administration Agreement. The Servicer will also be responsible for compensating Chase for serving as an Administrator under its related Administration Agreement. The Servicer shall be responsible for all of its own expenses and costs incurred in carrying out its obligations under the Sale and Servicing Agreement, except that, in accordance with the Servicing Transfer Agreements, CFMC has agreed to reimburse the Servicer for customary or necessary repossession and other expenses incurred in connection with the repair, care and custody of repossessed Financed Vehicles in an amount up to $1,000 per defaulted Receivable, legal fees in an amount up to $1,000 per defaulted Receivable, or such higher amounts as CFMC shall agree to from time to time, and funds advanced by the Servicer to pay taxes or satisfy tax liens in respect of Financed Vehicles. The Servicer is not required to take any action which would cause it to incur expenses in excess of such amounts nor is CFMC required to reimburse any such expenses in excess of such amounts. CFMC has also agreed to pay the Servicer reasonable compensation and reimburse it for its expenses if, at the request of CFMC, the Servicer takes action beyond its agreed-upon scope in servicing the Receivables. The Servicing Fee also will compensate the Servicer for administering the Receivables, including reimbursing the Servicer for accounting for collections, furnishing monthly and annual statements to the Owner Trustee and Indenture Trustee with respect to distributions and providing certain federal income tax information to the Paying Agent. The Servicing Fee also will compensate the Servicer for accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering and servicing the Receivables. The Servicer Payment is equal on each Distribution Date to the sum of the reimbursement then due to the Servicer for outstanding Monthly Advances and the Servicing Fee (including any unpaid Servicing Fees for past Distribution Dates). SERVICING AND INSURANCE PROCEDURES The Servicer will make reasonable efforts, consistent with the customary servicing practices and procedures employed by the Servicer with respect to recreational vehicle loans owned by it (except as set forth in the Servicing Transfer Agreements and described herein), to collect all payments due with respect to the Receivables and, in a manner consistent with the Transfer and Servicing Agreements, will continue such normal collection practices and procedures as it follows with respect to comparable recreational vehicle loans that it services for itself (except as set forth in the Servicing Transfer Agreements and described herein). The Servicer will follow such normal collection practices and procedures as it deems necessary or advisable to realize upon any Receivable with respect to which it determines that eventual payment in full is unlikely or to realize upon any defaulted Receivable. The Servicer may sell the related Financed Vehicle securing such Receivable at a public or private sale in accordance with the Servicing Transfer Agreements, or take any other action permitted by applicable law. See 'Certain Legal Aspects of the Receivables.' The proceeds of any such realization will be deposited in the Collection Account. CITSF's customary servicing practices and procedures with respect to recreational vehicle loans may be changed in accordance with CITSF's business judgment; provided, that any such change relating to the Receivables that would have a material effect on the collectibility of the Receivables may not be made without CFMC's consent. In accordance with the Servicing Transfer Agreements, CITSF has agreed to several limitations on how it services the Receivables. In addition, CFMC has retained the right to direct CITSF with respect to loss mitigation strategies, to require CITSF to initiate repossession actions or to direct CITSF to refrain from repossessing Financed Vehicles, in each case based upon reasonable criteria 61 communicated in writing to CITSF from time to time. Such limitations and instructions may result in the Servicer's taking actions from time to time different from actions it otherwise would take in accordance with its customary servicing policies and procedures at such time. The Servicer has agreed that, with respect to defaulted Receivables having Principal Balances in excess of $30,000, the Servicer may not enter into a repossession sale or short sale/settlement which would result in a loss exceeding 60% of such Principal Balance without the approval of CFMC. In addition, the Servicer may not charge-off a Receivable (by deeming it to be a Liquidated Receivable) in connection with a non-repossession loss if the resulting charge-off would exceed $50,000 without the approval of CFMC. Pursuant to the Servicing Transfer Agreements, the Servicer has agreed to attempt to contact by telephone Obligors whose Receivables have become more than ten days delinquent, and in the event contact by telephone is not made on or before the 21st day of delinquency, to perform a manual review of the Receivable to determine the appropriate course of action, which may be continued phone calls and/or the sending of letters. In accordance with the Servicing Transfer Agreements, the Servicer is not permitted to initiate litigation with respect to any Receivable without CFMC's consent except for actions to recover possession or to foreclose upon a Financed Vehicle, collection suits or actions to recover deficiencies (subject to limitations on reimbursement of the Servicer's expenses as described under '--Servicing Compensation' herein). The Servicing Transfer Agreements also require that the Servicer, before commencing any litigation to collect amounts owing with respect to a Receivable, review the related files to determine if there exist facts which might constitute a defense or counterclaim in any such litigation. If such review indicates the existence of facts which might constitute a defense or counterclaim, the Servicer is not permitted to initiate any litigation with respect to such Receivable without the prior written consent of CFMC. The Servicer shall, at its own cost and expense, keep in force throughout the term of the Transfer and Servicing Agreements a fidelity bond. Such fidelity bond shall protect against losses, including forgery, theft, embezzlement and fraud and shall have such deductibles, and be in such form and amount as is generally customary among persons which service a portfolio of recreational vehicle loans having an aggregate principal amount of $100 million or more and which are generally regarded as servicers acceptable to institutional investors, but in no case shall such fidelity bond be less than $5,000,000. PURCHASE BY THE SERVICER Under the Sale and Servicing Agreement, the Servicer will agree not to, except as expressly provided therein, (i) release the Financed Vehicle securing each Receivable from the security interest granted by such Receivable except in accordance with the terms of such Receivable and applicable law, (ii) impair the rights of the Trust in the Receivables or take any action inconsistent with the Trust's ownership of the Receivables, (iii) increase the number of payments under a Receivable, or increase the principal amount of a Receivable which is used to finance the purchase price of the related Financed Vehicle, or extend or forgive payments on a Receivable, or (iv) fail to file and process claims under any insurance policy covering a Receivable, if the failure to file and process such claims would impair the protection or benefit to be afforded by such insurance policy. A breach of any of the above described covenants that materially adversely affects the Trust's interest in any Receivable will require the Servicer to purchase such Receivable from the Trust for the Repurchase Amount, unless such breach is cured by the last day of the Collection Period following the Collection Period in which such discovery occurred. The purchase obligation will constitute the sole remedy available to the Certificateholders or the Owner Trustee and the Noteholders or the Indenture Trustee for a breach of any of the above covenants. 62 MODIFICATION OF RECEIVABLES Consistent with its customary servicing procedures in effect from time to time (except as described herein), the Servicer may, in its discretion, arrange with an Obligor to defer, reschedule, extend or modify the payment schedule on a Receivable or otherwise to modify the terms of a Receivable, provided that (i) the maturity of such Receivable would not extend beyond the Final Scheduled Maturity Date and (ii) if any such modification constitutes a refinancing, the proceeds of such refinancing are used to pay the related Receivable in full. CITSF may change such servicing procedures in accordance with its business judgment, provided, that any such change relating to the Receivables that would have a material effect on the collectibility of the Receivables may not be made without CFMC's consent. Notwithstanding the foregoing, in connection with the settlement by the Servicer of a defaulted Receivable, the Servicer may forgive a portion of such Receivable, if in its discretion it believes that the acceptance of the settlement proceeds from the related Obligor would result in the Trust's receiving a greater amount of collections than the Net Liquidation Proceeds that would result from repossessing and liquidating the related Financed Vehicle. REMOVAL OF RECEIVABLES Except as otherwise specified herein, none of the Sellers or the Servicer will have the right to remove any Receivables from the Trust after the Closing Date. In certain circumstances, a Seller may have the obligation to repurchase, the Servicer may have the obligation to purchase or the Servicer may have the option to purchase, a Receivable from the Trust, but all such repurchases or purchases will be made at the Repurchase Amount. COLLECTIONS The Servicer may deposit all payments on or with respect to the Receivables during each Collection Period (other than Paid-Ahead Amounts) into the Collection Account monthly on the Deposit Date following the last day of such Collection Period, provided that (i) (A) CITSF or any of its affiliates is the Servicer and (B) the Servicer or the direct or indirect parent of the Servicer has and maintains a short-term debt rating of at least A-1 by Standard & Poor's and at least 'D-1' by Duff & Phelps (if rated by Duff & Phelps) and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Moody's, or (ii) the Sellers or the Servicer obtain a letter of credit, surety bond or insurance policy as set forth in the Sale and Servicing Agreement, under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and, in the case of clause (ii), the Owner Trustee and the Indenture Trustee are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule will not result in a qualification, reduction or withdrawal of any of its then-current ratings of the Securities. As of the date of this Prospectus, CITSF, as Servicer, will be permitted to remit collections to the Collection Account on a monthly basis by virtue of clause (i) above. In the event that the Servicer is permitted to make remittances of collections to the Collection Account on a monthly basis pursuant to satisfaction of clause (ii) above, the Sale and Servicing Agreement will be modified, to the extent necessary, without the consent of any Securityholder. Pending such a monthly deposit into the Collection Account, the Servicing Transfer Agreements require that collections be transferred by the Servicer to CFMC and held by CFMC until the Business Day prior to the Deposit Date. See 'Risk Factors--Risk of Commingling.' If the Servicer is not permitted to remit collections to the Collection Account on a monthly basis, the Servicer will be obligated to deposit all payments on or with respect to the Receivables and all proceeds of Receivables collected on or with respect to the Receivables during each Collection Period into the Collection Account or the Paid-Ahead Account (in the case of Paid-Ahead Amounts) not later than two Business Days after receipt. A Seller or the Servicer, as the case may be, will remit the aggregate Repurchase Amount of any Receivables to be purchased from the Trust into the Collection Account on or before the next succeeding Deposit Date. 63 The Servicer will not be required to deposit in the Collection Account amounts relating to the Receivables attributable to the following: (a) amounts received with respect to each Receivable (or property acquired in respect thereof) which has been repurchased by a Seller or purchased by the Servicer, respectively, pursuant to the Sale and Servicing Agreement, (b) Investment Earnings on funds deposited in the Collection Account or the Paid-Ahead Account, (c) amounts to be reimbursed to the Servicer in respect of nonrecoverable Monthly Advances, (d) Net Liquidation Proceeds of any Liquidated Receivable to the extent such proceeds exceed its Principal Balance, (e) Administrative Fees incurred by the Obligors prior to August 18, 1997, (f) any Excluded Forced-Placed Insurance Premiums or (g) any Excluded Precomputed Amounts. MONTHLY ADVANCES With respect to each Receivable as to which there has been a Payment Shortfall during the related Collection Period (other than a Payment Shortfall arising from a Receivable which has been prepaid in full or which has been subject to a Relief Act Reduction during the related Collection Period), on each Deposit Date the Servicer will be obligated to make a Monthly Advance but only to the extent that the Servicer, in its good faith judgment, expects to recover such Monthly Advance from subsequent collections on such Receivable made by or on behalf of the Obligor (but only to the extent of expected interest collections in the case of a Simple Interest Receivable) or from Net Liquidation Proceeds or insurance proceeds with respect to such Receivable. The Servicer shall be reimbursed for any Monthly Advance from subsequent collections with respect to such Receivable. If the Servicer determines in its good faith judgment that an unreimbursed Monthly Advance shall not ultimately be recoverable from subsequent collections or that the related Receivable will be sold pursuant to the Sale and Servicing Agreement, the Servicer shall be reimbursed for such Monthly Advance from collections on all Receivables in accordance with the priority of distributions described herein. In determining whether a Monthly Advance is or will be nonrecoverable, the Servicer need not take into account that it might receive any amounts in a deficiency judgment against an Obligor. The Servicer will not make a Monthly Advance in respect of (i) the principal component of any scheduled payment on a Simple Interest Receivable or (ii) a Payment Shortfall arising from a Receivable which has been prepaid in full or which has been subject to a Relief Act Reduction during the related Collection Period. NET DEPOSITS As an administrative convenience, the Servicer will be permitted to make deposits of collections, Monthly Advances, and the aggregate Repurchase Amount of Receivables purchased by the Servicer for, or with respect to, a Collection Period net of distributions to be made to the Sellers (to the extent of Investment Earnings and amounts received with respect to Excluded Forced-Placed Insurance Premiums and Excluded Precomputed Amounts) or to the Servicer (including, without limitation, the Servicer Payment, amounts received with respect to Administrative Fees incurred by Obligors prior to August 18, 1997 and amounts to be deducted in the definition of 'Available Amount' and paid to the Servicer set forth under '--Distributions' below). The Servicer, however, will account to the Owner Trustee and the Indenture Trustee and to the Securityholders as if all such deposits and distributions were made on an aggregate basis for each type of payment or deposit. On each Distribution Date, the Servicer will pay directly to the Sellers any Investment Earnings on funds deposited in the Collection Account or the Paid-Ahead Account and any other amounts the Sellers are entitled to (such as amounts received with respect to Excluded Forced-Placed Insurance Premiums and Excluded Precomputed Amounts). DISTRIBUTIONS Deposits to Collection Account. On or before the third Business Day prior to a Distribution Date, the Servicer will inform the Indenture Trustee, the Owner Trustee and the Paying Agent of the following amounts: (i) the Available Amount and the Principal Distribution Amount for the next succeeding Distribution Date; (ii) the aggregate Repurchase Amount, if any, of Receivables to be repurchased by the Sellers or purchased by the Servicer with respect to the preceding Collection Period; (iii) the 64 amount to be withdrawn from the Reserve Account on the next succeeding Deposit Date and deposited into the Certificate Distribution Account; (iv) the Noteholders' Interest Distributable Amount with respect to each class of Notes, the Noteholders' Principal Distributable Amount, the Certificateholders' Interest Distributable Amount and the Certificateholders' Principal Distributable Amount for the next succeeding Distribution Date; (v) the Servicer Payment; (vi) the amount deposited in the Paid-Ahead Account or retained by the Servicer on account of Paid-Ahead Amounts during the preceding Collection Period and any Paid-Ahead Amounts to be deposited into the Collection Account on the related Deposit Date; (vii) the Monthly Advances to be deposited into the Collection Account on the related Deposit Date; and (viii) the amount to be deposited in the Reserve Account and the amount to be distributed to the Sellers therefrom on such Distribution Date. On or before each Deposit Date, the Servicer will cause all collections and other amounts constituting the Available Amount for the related Distribution Date to be deposited into the Collection Account, together with any amounts withdrawn by the Indenture Trustee from the Reserve Account on such Deposit Date. The 'AVAILABLE AMOUNT' on any Distribution Date is equal to the excess of (A) the sum of (i) all amounts on deposit in the Collection Account attributable to collections or deposits made in respect of the Receivables in the related Collection Period (including Net Liquidation Proceeds, any recoveries on Liquidated Receivables and any applied Paid-Ahead Amounts), (ii) the Repurchase Amount for any Receivable repurchased by either Seller or purchased by the Servicer and the price paid by the Servicer, if any, to purchase the assets of the Trust as described herein under '--Termination' and (iii) any Monthly Advances made by the Servicer (with respect to (ii) and (iii) above, to the extent such amounts are paid on or before the Deposit Date immediately preceding such Distribution Date), over (B) the sum of the following amounts (to the extent that the Servicer has not already withheld such amounts from collections on the Receivables): (i) any amounts incorrectly deposited in the Collection Account, (ii) net investment earnings on the funds in the Collection Account, (iii) any amounts received with respect to Administrative Fees incurred by the Obligors prior to August 18, 1997, Excluded Forced-Placed Insurance Premiums or Excluded Precomputed Amounts and (iv) any other amounts, if any, permitted to be withdrawn from the Collection Account by the Servicer (or to be retained by the Servicer from collections on the Receivables) pursuant to the Sale and Servicing Agreement. Principal Distribution Amount. The 'PRINCIPAL DISTRIBUTION AMOUNT' on each Distribution Date is equal to the sum of the following amounts with respect to the related Collection Period, in each case calculated in accordance with the method specified in each Receivable: (i) (A) all payments of principal (including all Principal Prepayments applied during the related Collection Period as described below) made on each Simple Interest Receivable during the related Collection Period and (B) the portion of the scheduled payment due during such Collection Period allocable to principal using the actuarial method with respect to each Precomputed Receivable (or the Principal Balance thereof if such Precomputed Receivable is prepaid in full during such Collection Period), (ii) the Principal Balance of each Receivable which, during the related Collection Period, was repurchased by a Seller or purchased by the Servicer pursuant to the Sale and Servicing Agreement (a 'REPURCHASED RECEIVABLE') and (iii) the Principal Balance of each Receivable that became a Liquidated Receivable during the related Collection Period provided, however, that (x) payments of principal (including Principal Prepayments) with respect to a Repurchased Receivable received after the last day of the Collection Period in which the Receivable became a Repurchased Receivable shall not be included in the Principal Distribution Amount and (y) if a Liquidated Receivable is purchased by a Seller or the Servicer pursuant to the Sale and Servicing Agreement on the Deposit Date immediately following the Collection Period in which it became a Liquidated Receivable, no amount will be included with respect to such Receivable in the Principal Distribution Amount pursuant to clause (iii) of the definition thereof. 'PRINCIPAL BALANCE' means, as of the close of business on the last day of a Collection Period, (a) with respect to a Precomputed Receivable, the amount originally advanced thereunder minus the sum of (i) that portion of all scheduled payments due on or prior to such day allocable to principal using the actuarial method, (ii) any payment of the Repurchase Amount with respect to such Precomputed Receivable allocable to principal and (iii) any Principal Prepayment applied to reduce 65 the Principal Balance of such Precomputed Receivable in full and (b) with respect to a Simple Interest Receivable, the amount originally advanced thereunder minus the sum of (i) the portion of all payments made by or on behalf of the related Obligor on or prior to such day and allocable to principal using the simple interest method and (ii) any payment of the Repurchase Amount with respect to such Simple Interest Receivable allocable to principal, in each case without giving effect to any adjustments due to bankruptcy or similar proceedings. A 'LIQUIDATED RECEIVABLE' is a defaulted Receivable as to which the Servicer has recovered all amounts that it expects to recover either by sale or disposition of the related Financed Vehicle or otherwise, but in any event a Receivable will be deemed to become a Liquidated Receivable no later than the date on which the Servicer has received proceeds from the sale or disposition of such Financed Vehicle. 'PRINCIPAL PREPAYMENT' means a payment or other recovery of principal on a Receivable (including insurance proceeds and Net Liquidation Proceeds applied to principal on a Receivable) which is received in advance of its Due Date. 'NET LIQUIDATION PROCEEDS' means the monies collected by the Servicer (from whatever source) during a Collection Period on a Liquidated Receivable, net of (i) any payments required by law to be remitted to the Obligor and (ii) other expenses customarily deducted from sales proceeds by third parties in connection with sales or other dispositions of recreational vehicles. Deposits to the Distribution Accounts. On each Distribution Date, the Servicer shall instruct the Indenture Trustee or the Paying Agent to make the following distributions, to the extent of the sum of the Available Amount and any amounts withdrawn from the Reserve Account then on deposit in the Collection Account, in the following order of priority (except under the limited circumstances provided herein): (i) to the Servicer, the Servicer Payment with respect to such Distribution Date and all unpaid Servicing Fees with respect to prior Distribution Dates, to the extent such amounts are not deducted from the Servicer's remittance to the Collection Account; (ii) to the Note Distribution Account, the Noteholders' Interest Distributable Amount for each class of Notes; (iii) to the Owner Trustee for deposit into the Certificate Distribution Account, the Certificateholders' Interest Distributable Amount (unless the Notes have been accelerated as described herein); (iv) to the Note Distribution Account, the Noteholders' Principal Distributable Amount; (v) to the Owner Trustee for deposit into the Certificate Distribution Account, the Certificateholders' Principal Distributable Amount; and (vi) to the Reserve Account, any remaining portion of the Available Amount. Notwithstanding the foregoing, if an Event of Default occurs and the Notes are accelerated, the Certificateholders will not be entitled to receive any distributions in respect of their Certificates, until the Notes have been paid in full. For purposes hereof, the following terms shall have the following meanings: 'CERTIFICATE BALANCE' shall be an amount equal to $44,895,285.54 (approximately 5% of the Cutoff Date Pool Balance) as of the Closing Date and, thereafter, shall be an amount equal to such initial Certificate Balance, reduced by all amounts allocable to principal previously distributed to Certificateholders. The Certificate Balance shall also be reduced on any Distribution Date by the excess, if any, of (i) the sum of (A) the Certificate Balance and (B) the outstanding principal amount of the Notes (in each case after giving effect to amounts in respect of principal to be deposited in the Certificate Distribution Account and the Note Distribution Account on such Distribution Date), over (ii) the Pool Balance as of the close of business on the last day of the preceding Collection Period. Thereafter, the Certificate Balance shall be increased on any Distribution Date to the extent that any portion of the Available Amount on such Distribution Date is available to pay the existing Certificateholders' Principal Carryover Shortfall, but not by more than the aggregate reductions in the Certificate Balance set forth in the preceding sentence. 66 'CERTIFICATEHOLDERS' DISTRIBUTABLE AMOUNT' means, for any Distribution Date, the sum of the Certificateholders' Principal Distributable Amount and the Certificateholders' Interest Distributable Amount. 'CERTIFICATEHOLDERS' INTEREST CARRYOVER SHORTFALL' means, for any Distribution Date, the excess of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that was actually deposited into the Certificate Distribution Account on such preceding Distribution Date, plus interest on such excess, to the extent permitted by law, at the Certificate Rate from and including such preceding Distribution Date to but excluding the current Distribution Date. 'CERTIFICATEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT' means, for any Distribution Date, the sum of the Certificateholders' Monthly Interest Distributable Amount for such Distribution Date and the Certificateholders' Interest Carryover Shortfall for such Distribution Date. 'CERTIFICATEHOLDERS' MONTHLY INTEREST DISTRIBUTABLE AMOUNT' means, for any Distribution Date, one month's interest (or, in the case of the first Distribution Date, interest accrued from and including the Closing Date to but excluding such Distribution Date) at the Certificate Rate on the Certificate Balance on the immediately preceding Distribution Date (or, in the case of the first Distribution Date, the Certificate Balance on the Closing Date), after giving effect to all distributions of principal to the Certificateholders on or prior to such Distribution Date. 'CERTIFICATEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT' means, for any Distribution Date prior to the Distribution Date on which the Notes have been paid in full, zero; and for any Distribution Date commencing on or after the Distribution Date on which the Notes have been paid in full, 100% of the Principal Distribution Amount (less the portion of the Principal Distribution Amount required on the first such Distribution Date to pay the Notes in full). 'CERTIFICATEHOLDERS' PRINCIPAL CARRYOVER SHORTFALL' means, for any Distribution Date, the sum of (a) the excess of (i) the Certificateholders' Principal Distributable Amount for the preceding Distribution Date, over (ii) the amount in respect of principal that was actually deposited into the Certificate Distribution Account on such Distribution Date and (b) without duplication of clause (a), the unreimbursed portion of the amount by which the Certificate Balance has been reduced pursuant to the second sentence of the definition thereof. 'CERTIFICATEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT' means, for any Distribution Date, the sum of (i) the Certificateholders' Monthly Principal Distributable Amount for such Distribution Date and (ii) the Certificateholders' Principal Carryover Shortfall for such Distribution Date; provided, that the Certificateholders' Principal Distributable Amount shall not exceed the Certificate Balance. In addition, on the Certificate Final Scheduled Distribution Date, the principal required to be distributed to Certificateholders will include the lesser of (a) any payments of principal due and remaining unpaid on each Receivable owned by the Trust as of the last day of the immediately preceding Collection Period, or (b) the amount that is necessary (after giving effect to the other amounts to be deposited in the Certificate Distribution Account on such Distribution Date and allocable to principal) to reduce the Certificate Balance to zero. 'NOTEHOLDERS' DISTRIBUTABLE AMOUNT' means, for any Distribution Date, the sum of the Noteholders' Principal Distributable Amount and the Noteholders' Interest Distributable Amount for all classes of Notes. 'NOTEHOLDERS' INTEREST CARRYOVER SHORTFALL' means, for any Distribution Date for each class of Notes (other than the initial Distribution Date), the excess of (i) the Noteholders' Interest Distributable Amount for the preceding Distribution Date for such class of Notes, over (ii) the amount in respect of interest that was actually deposited into the Note Distribution Account in respect of such class of Notes on such preceding Distribution Date, plus interest on the amount of interest due but not paid to the Noteholders of such class on the preceding Distribution Date, to the extent permitted by law, at the applicable Interest Rates borne by such class of Notes for the related Interest Accrual Period. 67 'NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT' means, for any Distribution Date for any class of Notes, the sum of (x) the Noteholders' Monthly Interest Distributable Amount for such Distribution Date for such class of Notes and (y) the Noteholders' Interest Carryover Shortfall for such Distribution Date for such class of Notes. 'NOTEHOLDERS' MONTHLY INTEREST DISTRIBUTABLE AMOUNT' means, for any Distribution Date for any class of Notes, interest accrued during the related Interest Accrual Period at the applicable Interest Rate on the outstanding principal balance of the Notes of such class on such Distribution Date (or, in the case of the first Distribution Date, on the Closing Date). 'NOTEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT' means, for any Distribution Date, prior to the Distribution Date on which the Notes have been paid in full, 100% of the Principal Distribution Amount; and for the Distribution Date on which the Notes are paid in full, the portion of the Principal Distribution Amount required to pay the Notes in full. 'NOTEHOLDERS' PRINCIPAL CARRYOVER SHORTFALL' means, for any Distribution Date, the excess of (x) the Noteholders' Principal Distributable Amount for the preceding Distribution Date over (y) the amount in respect of principal that was actually deposited into the Note Distribution Account on such preceding Distribution Date. 'NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT' means, for any Distribution Date, the sum of (i) the Noteholders' Monthly Principal Distributable Amount for such Distribution Date and (ii) the Noteholders' Principal Carryover Shortfall for such Distribution Date; provided, that the Noteholders' Principal Distributable Amount shall not exceed the outstanding principal balance of the Notes. In addition, on the Note Final Scheduled Distribution Date of each class of Notes, the principal required to be deposited in the Note Distribution Account will include the amount necessary (after giving effect to other amounts to be deposited in the Note Distribution Account on such Distribution Date and allocable to principal) to reduce the outstanding principal balance of the related class of Notes to zero. SUBORDINATION OF THE CERTIFICATES; RESERVE ACCOUNT The rights of the Certificateholders to receive distributions with respect to the Receivables generally will be subordinated to the rights of the Noteholders in the event of defaults and delinquencies on the Receivables as provided in the Sale and Servicing Agreement. The protection afforded to the Noteholders through subordination of the Certificates will be effected by the preferential right of the Noteholders both to receive current distributions with respect to the Receivables and withdrawals from the Reserve Account. The Reserve Account will be funded with an initial deposit by the Sellers of cash or Permitted Investments having a value of at least the Reserve Account Initial Deposit. In addition, on each Distribution Date, the Reserve Account will be augmented by the deposit therein of the Available Amount remaining after the payment of the Servicer Payment, the deposit of the Noteholders' Distributable Amount in the Note Distribution Account, and the deposit of the Certificateholders' Distributable Amount in the Certificate Distribution Account, in each case as described above under '--Distributions.' On each Distribution Date, any amounts on deposit in the Reserve Account (after giving effect to deposits and withdrawals made on such Distribution Date) in excess of the Specified Reserve Account Balance on such Distribution Date will be released and paid to the Sellers in accordance with the terms of the Sale and Servicing Agreement. Under the Sale and Servicing Agreement, on each Deposit Date, the Indenture Trustee is required to demand a withdrawal from the amounts on deposit in the Reserve Account, up to the Available Reserve Account Amount, in an amount equal to the excess, if any, of the sum of the Noteholders' Distributable Amount and the Certificateholders' Distributable Amount for the related Distribution Date over the Available Amount for such Distribution Date remaining after the payment of the Servicer Payment for such Distribution Date. Amounts so withdrawn will be deposited in the Collection Account. On each Distribution Date, the amount available in the Reserve Account (the 'AVAILABLE RESERVE ACCOUNT AMOUNT') will equal the lesser of (i) the amount on deposit in the Reserve Account and (ii) the Specified Reserve Account Balance. The aggregate amount withdrawn from the Reserve 68 Account on any Deposit Date may not exceed the Available Reserve Account Amount for the related Distribution Date. The Specified Reserve Account Balance on any Distribution Date will equal 2.00% of the Pool Balance as of the related Settlement Date, but in any event will not be less than the lesser of (i) $8,973,952.86 (1.00% of the Cutoff Date Pool Balance) and (ii) such Pool Balance; provided, that the Specified Reserve Account Balance will be calculated using a percentage of 3.00% on any Distribution Date (beginning with the December 1997 Distribution Date) for which (x) the Average Net Loss Ratio exceeds 1.75% or (y) the Average Delinquency Percentage exceeds 2.00%. If the Specified Reserve Account Balance is increased pursuant the foregoing proviso, it will revert back to the amount as previously calculated if, for any three consecutive Distribution Dates, clauses (x) or (y) is not triggered. 'AGGREGATE NET LOSSES' means, for any Distribution Date, the amount equal to (i) the aggregate Principal Balance of all Receivables that became Liquidated Receivables during the related Collection Period minus (ii) the Net Liquidation Proceeds collected during such Collection Period with respect to any Liquidated Receivables. 'AVERAGE DELINQUENCY PERCENTAGE' means, for any Distribution Date, the average of the Delinquency Percentages for such Distribution Date and the preceding two Distribution Dates. 'AVERAGE NET LOSS RATIO' means, for any Distribution Date, the average of the Net Loss Ratios for such Distribution Date and the preceding two Distribution Dates. 'DELINQUENCY PERCENTAGE' means, for any Distribution Date, the sum of the outstanding Principal Balances of all Receivables which are 60 days or more delinquent (including Receivables, which are not Liquidated Receivables, relating to Financed Vehicles that have been repossessed), as of the close of business on the last day of the Collection Period immediately preceding such Distribution Date, determined in accordance with the Servicer's normal practices, such sum expressed as a percentage of the Pool Balance as of the close of business on the last day of such Collection Period. 'NET LOSS RATIO' means, for any Distribution Date, an amount expressed as a percentage, equal to (i) the Aggregate Net Losses for such Distribution Date, divided by (ii) the average of the Pool Balances on each of the related Settlement Date and the last day of the related Collection Period. The Specified Reserve Account Balance may be reduced to a lesser amount as determined by the Sellers; provided, that such reduction may not adversely affect any rating by a Rating Agency of a Security. Upon distribution to the Sellers of amounts from the Reserve Account, neither the Noteholders nor the Certificateholders will have any rights in, or claims to, such amounts. The availability of funds in the Reserve Account and the subordination of amounts distributable to the Certificateholders are intended to enhance the likelihood of receipt by Noteholders of the full amount of principal and interest due them, and to decrease the likelihood that the Noteholders will experience losses. There is no other protection against losses on the Receivables afforded the Noteholders. In addition, the availability of funds in the Reserve Account is intended solely to enhance the likelihood of receipt by Certificateholders of the full amount of principal and interest due them and to decrease the likelihood that the Certificateholders will experience losses. However, in certain circumstances, the Reserve Account could be depleted. If the amount required to be withdrawn from the Reserve Account to cover shortfalls in collections on the Receivables exceeds the amount of available cash in the Reserve Account, Noteholders or Certificateholders could incur losses or a temporary shortfall in the amounts distributed to the Noteholders or Certificateholders could result, which could, in turn, increase the average life of the Notes or Certificates. Such shortfalls may result from, among other things, Aggregate Net Losses on the Receivables or the failure by either Seller or the Servicer to make any remittance under the Sale and Servicing Agreement. 69 ADMINISTRATION AGREEMENTS Each of CITSF and Chase, as Administrators, will enter into an Administration Agreement with the Trust and the Indenture Trustee. Pursuant to each Administration Agreement, the Administrator party thereto will agree on behalf of the Trust to provide certain notices and to perform certain other administrative functions required by the Transfer and Servicing Agreements and the Indenture and specified in such Administration Agreement as being the responsibility of such Administrator. Compensation for the performance by CITSF of its obligations under the Administration Agreement to which it is a party will be included in the Servicing Fee. CITSF will be responsible for compensating Chase for the performance of Chase's obligations under the Administration Agreement to which Chase is a party. Each Administration Agreement provides that the Administrator party thereto may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and that such Administrator will not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by such Administrator with due care. STATEMENTS TO THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE Prior to each Distribution Date, the Servicer will provide to the Owner Trustee and Indenture Trustee a statement setting forth substantially the same information for such date and the related Collection Period as is required to be provided in the periodic reports provided to Noteholders and Certificateholders described herein under 'Certain Information Regarding the Securities--Reports to Securityholders.' EVIDENCE AS TO COMPLIANCE The Sale and Servicing Agreement will provide that a firm of independent public accountants will annually furnish to the Sellers, the Owner Trustee and the Indenture Trustee a statement as to compliance by the Servicer during the preceding twelve months (or, in the case of the first such certificate, from the Closing Date) with certain standards relating to the servicing of the Receivables, or as to the effectiveness of its processing and reporting procedures and certain other matters. The Sale and Servicing Agreement will also provide for delivery to the related firm of independent public accountants referred to in the immediately preceding paragraph, substantially simultaneously with the delivery of such accountants' statement referred to above, of a certificate signed by an officer of the Servicer stating that the Servicer has fulfilled its obligations in all material respects under the Sale and Servicing Agreement throughout the preceding twelve months (or, in the case of the first such certificate, from the Closing Date) or, if there has been a default in the fulfillment of any such obligation, describing each such default. Copies of such statements and certificates may be obtained by Securityholders by a request in writing addressed to the Servicer. CERTAIN MATTERS REGARDING THE SERVICER The Sale and Servicing Agreement will provide that the Servicer may not resign from its obligations and duties as Servicer thereunder, except upon a determination that the Servicer's performance of such duties is no longer permissible under applicable law. Such resignation will not become effective until a successor Servicer has assumed the Servicer's servicing obligations and duties under the Transfer and Servicing Agreements. Pursuant to the Sale and Servicing Agreement, the Sellers will have the right to terminate all rights and obligations of the Servicer thereunder at any time after a calendar year, or in the case of 1997, the last four calendar months of such year, during which Aggregate Losses on the Receivables exceed 0.80% of the average of the month-end principal balances of the Receivables for each month in such calendar year, or such four calendar months, so long as Chase, Chase USA or another party 70 acceptable to the Rating Agencies assumes the Servicer's servicing obligations and duties under the Transfer and Servicing Agreements. The Sale and Servicing Agreement will provide that neither the Servicer nor any of its shareholders, affiliates, directors, officers, employees and agents shall be under any liability to the Owner Trustee, the Indenture Trustee, the Trust or the Securityholders for taking any action or for refraining from taking any action pursuant to the Transfer and Servicing Agreements or for errors in judgment; provided, however, that neither the Servicer nor any such person will be protected against any liability which otherwise would be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunder. In addition, the Transfer and Servicing Agreements will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action which arises under the Transfer and Servicing Agreements and that, in its opinion, may cause it to incur any expense or liability. The Servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the Transfer and Servicing Agreements and the rights and duties of the parties thereto and the interests of the Securityholders thereunder. In the event that the Servicer, in its discretion, undertakes any action which it deems necessary or desirable in connection with its rights and duties under the Transfer and Servicing Agreements or the interests of the Securityholders thereunder, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Trust, and the Servicer will be entitled to be reimbursed therefor out of amounts otherwise distributable to the Sellers from the Reserve Account. Any corporation or other entity into which the Servicer may be merged or consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Servicer is a party, or any corporation or other entity succeeding to the business of the Servicer, which corporation or other entity assumes the obligations of the Servicer, will be the successor of the Servicer under the Transfer and Servicing Agreements. EVENTS OF SERVICING TERMINATION 'EVENTS OF SERVICING TERMINATION' under the Sale and Servicing Agreement will consist of (i) any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee the Servicer's certificate for the related Collection Period or any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee for deposit in any Trust Account any proceeds or payments required to be delivered under the terms of the Securities or the Sale and Servicing Agreement (or, in the case of a payment or deposit to be made not later than the Deposit Date, the failure to make such payment or deposit on such Deposit Date), which failure continues unremedied for five Business Days after discovery by the Servicer or for five Business Days after receipt of written notice to the Servicer by the Owner Trustee or the Indenture Trustee or to the Owner Trustee or the Indenture Trustee and the Servicer by Noteholders representing not less than 25% of the aggregate principal amount of the Notes then outstanding (so long as Notes are outstanding) or, if no Notes are outstanding, Certificateholders representing not less than 25% of the Certificate Balance then outstanding; (ii) any failure by the Servicer to duly observe or perform in any material respect any other covenant or agreement of the Servicer set forth in the Sale and Servicing Agreement or Indenture, which failure materially adversely affects the rights of the Trust or the Securityholders and which continues unremedied for 60 days after receipt of written notice of such failure to the Servicer by the Owner Trustee or the Indenture Trustee or to the Owner Trustee or the Indenture Trustee and the Servicer by Noteholders representing not less than 25% of the aggregate principal amount of the Notes then outstanding (so long as Notes are outstanding) or, if no Notes are outstanding, Certificateholders representing not less than 25% of the Certificate Balance then outstanding; (iii) a court or other governmental authority having jurisdiction in the premises shall have entered a decree or order for relief in respect of the Servicer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Servicer, as the case may be, or for any substantial liquidation of its affairs, and such order remains undischarged and unstayed for at least 60 days; or 71 (iv) the Servicer shall have commenced a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall have consented to the entry of an order for relief in an involuntary case under any such law, or shall have consented to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Servicer or for any substantial part of its property, or shall have made any general assignment for the benefit of its creditors, or shall have failed to, or admitted in writing its inability to, pay its debts as they become due, or shall have taken any corporate action in furtherance of the foregoing. RIGHTS UPON EVENT OF SERVICING TERMINATION As long as an Event of Servicing Termination under the Sale and Servicing Agreement remains unremedied, the Indenture Trustee or Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders representing not less than a majority of the Certificate Balance then outstanding) may terminate all the rights and obligations of the Servicer under the Sale and Servicing Agreement, whereupon Chase will succeed to all the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement and will be entitled to similar compensation arrangements. In the event that Chase is unwilling or unable to so act, the Sellers may appoint, or petition a court of competent jurisdiction for the appointment of, a successor Servicer to act as successor to the outgoing Servicer. The Sellers may make such arrangements for compensation to be paid, which in no event may be greater than the Servicing Fee paid to the Servicer under the Sale and Servicing Agreement. WAIVER OF PAST DEFAULTS The Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding (or the Certificateholders representing not less than a majority of the Certificate Balance then outstanding, in the case of any Event of Servicing Termination that does not adversely affect the Indenture Trustee or the Noteholders) may, on behalf of all the Noteholders and Certificateholders, waive any default by the Servicer in the performance of its obligations under the Sale and Servicing Agreement and its consequences, except an Event of Servicing Termination in making any required deposits to or payments from any of the Trust Accounts in accordance with the Sale and Servicing Agreement. Therefore, the Noteholders have the ability, as limited above, to waive defaults by the Servicer that could in certain instances materially adversely affect the Certificateholders. No such waiver will impair such Certificateholders' rights with respect to subsequent defaults. AMENDMENT Each of the Transfer and Servicing Agreements may be amended by the parties thereto, without prior notice to the Noteholders or Certificateholders but with prior consent of the Owner Trustee and notice to the Rating Agencies (i) to cure any ambiguity, to correct or supplement any provision therein or in the Securities that may be inconsistent with any other provision therein, to evidence a succession to the Servicer or a Seller pursuant to the related Transfer and Servicing Agreement, or to add any other provisions with respect to matters or questions arising under such Transfer and Servicing Agreement that are not inconsistent with the provisions of such Transfer and Servicing Agreement; provided, however, that such action will not, on the basis of officer's certificate of the Servicer and the Sellers reasonably acceptable to the Owner Trustee and the Indenture Trustee, materially adversely affect the interests of the Trust or any Securityholder or (ii) to effect a transfer or assignment of the Trust's or the Servicer's rights, obligations and duties under such Transfer and Servicing Agreement. The Transfer and Servicing Agreements may also be amended by the Sellers, the Servicer, the Owner Trustee and the Indenture Trustee with the consent of the Noteholders representing not less than a majority of the aggregate principal amount of the Notes then outstanding, if any, and the Certificateholders representing not less than a majority of the Certificate Balance then outstanding, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions 72 of such Transfer and Servicing Agreements or of modifying in any manner the rights of the Noteholders or Certificateholders; provided, however, that no such amendment may (i) 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 are required to be made for the benefit of the Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the Noteholders or Certificateholders that are required to consent to any such amendment, without the consent of Noteholders representing 100% of the aggregate principal amount of the Notes then outstanding or the Certificateholders representing 100% of the Certificate Balance then outstanding, as the case may be. In addition to the foregoing limitations, the Sellers will covenant in the Sale and Servicing Agreement that they will not amend the Trust Agreement without the prior written consent of CITSF, as Administrator. PAYMENT OF NOTES Upon the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture, the Owner Trustee will succeed to all the rights of the Indenture Trustee, and the Certificateholders will succeed to all the rights of the Noteholders under the Sale and Servicing Agreement, except as otherwise provided therein. TERMINATION The obligations of the Servicer, the Sellers, the Owner Trustee and the Indenture Trustee pursuant to the Transfer and Servicing Agreements will terminate upon the earlier of (i) the Distribution Date next succeeding the month that is six months after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust and (ii) the payment to Noteholders and Certificateholders of all amounts required to be paid to them pursuant to the Transfer and Servicing Agreements. In order to avoid excessive administrative expense, the Servicer will be permitted at its option to purchase from the Trust, as of the last day of any applicable Collection Period, if the outstanding Pool Balance with respect to the Receivables held by the Trust is 5% or less of the Cutoff Date Pool Balance as of such last day, all assets of the Trust (other than the Trust Accounts, except for the Paid-Ahead Account), including the remaining Receivables, any related Paid-Ahead Amounts and any rights of the Trust to Liquidated Receivables, at the price specified in the Sale and Servicing Agreement, which price shall not be less than the amount necessary to retire the Certificates on the related Distribution Date after paying the Servicer Payment to the Servicer. The subsequent distribution to the Certificateholders of all amounts required to be distributed to them pursuant to the Trust Agreement will effect early retirement of the Certificates. The Owner Trustee and the Indenture Trustee will give written notice of termination to each Securityholder of record, which notice will specify the Distribution Date upon which such Securityholders may surrender their Securities to the Owner Trustee or the Transfer Agent and Registrar, as the case may be, for final payment. The final distribution to any Securityholder will be made only upon surrender and cancellation of such holder's Security (whether a Definitive Security or the Securities registered in the name of Cede representing the Securities) at the office or agency of the Owner Trustee or the Transfer Agent and Registrar, as the case may be, specified in the notice of termination. Subject to applicable law and after the Indenture Trustee has taken certain measures to notify Noteholders, any money held by the Indenture Trustee or the Paying Agent in trust for payment on the Notes that remain unclaimed for two years shall, upon request of the Trust, be paid to the Trust. Following any such payment, the Owner Trustee and the Paying Agent shall no longer be liable to any Noteholder with respect to such unclaimed amount, and any claim with respect to such amount shall be an unsecured claim against the Trust. If, within 18 months after the first notice of final payment on the Certificates, there remain Certificates that have not been surrendered for cancellation, the Owner Trustee may take appropriate steps to notify the applicable Certificateholders (the cost thereof paid out of the unclaimed amounts). Subject to applicable law, any funds that then remain shall be paid to the Sellers in accordance with the Trust Agreement. 73 CERTAIN LEGAL ASPECTS OF THE RECEIVABLES TRANSFER OF RECEIVABLES TO THE TRUST The Receivables are 'chattel paper' as defined in the Uniform Commercial Code (the 'UCC') in effect in the State of New York. Pursuant to the UCC, the sale of chattel paper is treated in a manner similar to a security interest in chattel paper. In order to protect the Trust's ownership or security interest in the Receivables, the Sellers will file UCC-1 financing statements with the appropriate governmental authorities in the States of New York and Delaware, to give notice of the Trust's and the Indenture Trustee's ownership of and security interest in the Receivables and their proceeds. Under the Sale and Servicing Agreement, the Servicer will be obligated to maintain the perfection of the Trust's and the Indenture Trustee's interest in the Receivables. It should be noted, however, that a purchaser of chattel paper who gives new value and takes possession of it in the ordinary course of such purchaser's business has priority over a security interest, including an ownership interest, in the chattel paper that is perfected by filing UCC-1 financing statements and not by possession of such chattel paper by the original secured party, if such purchaser acts in good faith without knowledge that the related chattel paper is subject to a security interest, including an ownership interest. Any such purchaser would not be deemed to have such knowledge merely because there are UCC filings and would not learn of the sale of or security interest in the Receivables from a review of the Receivables files since they would not be marked to show such sale, although Chase RV Finance's master computer records will indicate such sale. Each of the Sellers intends that the transfer of the Receivables by it to the Trust under the Sale and Servicing Agreement constitutes a sale. In the event that either Seller were to become insolvent, the FDIA sets forth certain powers that the FDIC may exercise if it were appointed receiver of such Seller. To the extent that a Seller has granted a security interest in the Receivables transferred by it to the Trust and that interest was validly perfected before such Seller's insolvency and was not taken in contemplation of insolvency or with the intent to hinder, delay or defraud such Seller or its creditors, that security interest would not be subject to avoidance by the FDIC as receiver of such Seller. Positions taken by the FDIC staff prior to the passage of FIRREA do not suggest that the FDIC, if appointed receiver of either Seller, would interfere with the timely transfer to the Trust of payments collected on the Receivables. If, however, the FDIC were to assert a contrary position, or were to require the Owner Trustee to establish its rights to those payments by submitting to and completing the administrative claims procedure established under the FDIA, or the conservator or receiver were to request a stay of proceedings with respect to such Seller as provided under the FDIA, delays in payments on the Securities and possible reductions in the amount of those payments could occur. SECURITY INTERESTS IN THE FINANCED VEHICLES The Receivables represent installment sale contracts, purchase money notes and other notes that evidence the financing of Financed Vehicles. The Receivables also constitute personal property security agreements and include grants of security interests in the Financed Vehicles under the Uniform Commercial Code as adopted in each state. Perfection rules relating to security interests in recreational vehicles are generally governed under state certificate of title statutes (Alabama, Connecticut, Georgia, Maine, Massachusetts, Minnesota, Mississippi, New Hampshire, New York, Rhode Island and Vermont have adopted the Uniform Motor Vehicle Certificate of Title and Anti-Theft Act) or by the vehicle registration laws of the state in which each recreational vehicle is located. In states which have adopted the Uniform Motor Vehicle Certificate of Title and Anti-Theft Act, security interests in recreational vehicles may be perfected either by notation of the secured party's lien on the certificate of title or by delivery of the certificate of title and payment of a fee to the state motor vehicle authority, depending on the particular state law. In states in which perfection of a security interest in a particular motor vehicle is not governed by a certificate of title statute, perfection is usually accomplished by filing pursuant to the provisions of the applicable Uniform Commercial Code. Notwithstanding the foregoing, in certain states, folding camping trailers and/or slide-in campers are not subject to state titling and vehicle registration laws and a security interest in such recreational 74 vehicles is perfected by filing pursuant to the provisions of the applicable Uniform Commercial Code. In most states, a security interest in a recreational vehicle is perfected by notation of the secured party's lien on the vehicle's certificate of title. Chase RV Finance had policies and procedures in place to ensure that all actions necessary under the laws of the states in which the related Financed Vehicles were located at the time of origination of the Receivables to perfect the originators' security interests in such Financed Vehicles were taken, including, where applicable, having a notation of the originator's lien recorded on the related certificate of title or delivering the required documents and fees, obtaining possession of the related certificate of title (if possible), or, where applicable, by perfecting its security interest in the related Financed Vehicles under the applicable Uniform Commercial Code. In the event that the originator of a Receivable failed, due to clerical errors, to effect such notation or delivery, or attempted to perfect the security interest under an inapplicable statute (for example, under the Uniform Commercial Code rather than under a motor vehicle title law), such originator would not have a perfected first priority security interest in such Financed Vehicle. In this event the only recourse of the Trust would be against the Obligor on an unsecured basis, if applicable, against a Dealer pursuant to its repurchase obligation or against the related Seller. Pursuant to the terms of the Sale and Servicing Agreement, each Seller will assign its security interest in the Financed Vehicles to the Trust and the Trust will assign the security interest in the Financed Vehicles to the Indenture Trustee. However, because of the administrative burden and expense, none of the Sellers or the Owner Trustee will amend the certificates of title or UCC-1 financing statements with respect to the Financed Vehicles to identify the Trust or the Indenture Trustee as the new secured party nor will either such entity execute and file any transfer instruments. In addition, the certificates of title and the UCC-1 financing statements with respect to the Financed Vehicles relating to those Receivables not originated by either Seller have not and will not be amended to reflect any interim transfers of ownership of the security interests in such Financed Vehicles. In a majority of states, the assignment of a Receivable together with the related security interest is an effective conveyance of such security interest without amendment of any lien noted on the related certificate of title or of any UCC-1 financing statement or the filing of any transfer instruments with the appropriate governmental authorities, and the new owner of the Receivable succeeds to the original secured party's rights in the related Financed Vehicle as against creditors of the Obligor. In certain states, in the absence of such amendment and delivery or execution and filing of transfer instruments with the appropriate governmental authorities to reflect the successive assignments of the security interest in such Financed Vehicle, the related Seller, the Trust and/or the Indenture Trustee may not have a perfected security interest in such Financed Vehicle. In California, a security interest in a recreational vehicle may be perfected only by depositing with the state department of motor vehicles a properly endorsed certificate of title for the vehicle showing the secured party as legal owner. A transferee (such as the Trust) of a security interest in a motor vehicle may be required to file appropriate documents with the California Department of Motor Vehicles. No such applications will be made with respect to the assignments under the Sale and Servicing Agreement, and thus the Trust may not have a perfected security interest in the Financed Vehicles titled in California. The failure of the Trust to possess perfected security interests in the Financed Vehicles titled in California may affect the Trust's ability to realize on such Financed Vehicles and thus may reduce the proceeds to be distributed to Securityholders. However, in the absence of fraud, negligence or administrative error, the notation of the originator's lien on the certificates of title should be sufficient to protect the Trust against the risk that it will not be able to realize on the Financed Vehicles titled in California. In the event that the Trust does not have a perfected first priority security interest in any Financed Vehicle, the only recourse of the Trust would be against an Obligor on an unsecured basis or against the related Seller pursuant to its repurchase obligation if the related originator did not have a perfected first priority security interest in such Financed Vehicle. See 'Description of the Transfer and Servicing Agreements--Sale and Assignment of Receivables' herein. Except as described above, in the absence of fraud or forgery by a vehicle owner or administrative error by state recording officials, the notation of the lien of the originator of each 75 Receivable on the certificate of title with respect to the related Financed Vehicle will be sufficient to protect the Trust against the rights of subsequent purchasers of such Financed Vehicle or subsequent lenders who take a security interest in such Financed Vehicle. If there are any Financed Vehicles as to which the originator of the related Receivable has failed to perfect the security interest assigned to the Trust (i) such security interest would be subordinate to, among others, holders of perfected security interests and (ii) subsequent purchasers of such Financed Vehicles would take possession free and clear of such security interest. There is also a risk that in not identifying the Trust or the Indenture Trustee as the new secured party on the certificates of title or executing and filing of transfer instruments, the security interest of the Trust or Indenture Trustee could be released through fraud or negligence. Under the laws of most states (including California), a perfected security interest in a recreational vehicle continues for four months after the vehicle is moved to a new state (from the state in which a financing statement was properly filed initially to perfect the security interest or in which the certificate of title was issued) and thereafter until the owner re-registers such recreational vehicle in the new state. A majority of states generally require surrender of a certificate of title to re-register a recreational vehicle. Accordingly, the Servicer must surrender possession if it holds the certificate of title to such a recreational vehicle or, in the case of a recreational vehicle originally registered in a state which provides for notation of lien on the certificate of title (e.g., California) but not possession of the certificate of title by the holder of the security interest in the related recreational vehicle, the Servicer should receive notice of surrender if the security interest in the recreational vehicle is noted on the certificate of title. Accordingly, the Servicer should have the opportunity to re-perfect the security interest in the recreational vehicle in the state of relocation. In states that do not require a surrender of the old certificate of title for registration of a recreational vehicle, re-registration could defeat perfection. In the ordinary course of servicing its portfolio of recreational vehicle loans, the Servicer takes steps to effect such re-perfection upon receipt of notice of re-registration or information from the obligor as to relocation. Similarly, when an Obligor under a Receivable sells a Financed Vehicle, unless the Servicer surrenders possession of the certificate of title, it will receive notice as a result of the lien noted thereon and accordingly will have an opportunity to require satisfaction of the related Receivable before release of the lien. Under the Sale and Servicing Agreement, the Servicer is obligated to take such steps, at the Servicer's expense, as are necessary to maintain perfection of security interests in the Financed Vehicles. Under the laws of many states (including California), certain possessory liens for repairs performed on a motor vehicle and storage, as well as certain rights in favor of Federal and state governmental authorities arising from the use of a motor vehicle in connection with illegal activities, may take priority even over a perfected security interest. Certain U.S. federal tax liens may have priority over the lien of a secured party. Each Seller will represent in the Sale and Servicing Agreement that, as of the Cutoff Date, it had no knowledge of any such liens with respect to any Financed Vehicle related to a Receivable transferred by such Seller to the Trust. However, such liens could arise at any time during the term of a Receivable. No notice will be given to the Owner Trustee or the Indenture Trustee in the event such a lien arises. ENFORCEMENT OF SECURITY INTERESTS IN VEHICLES The Servicer on behalf of the Trust and the Indenture Trustee may take action to enforce the Trust's security interest by repossession and resale of the Financed Vehicles securing the Receivables. The actual repossession may be contracted out to third party contractors. Under the Uniform Commercial Code and laws applicable in most states, a creditor can repossess a motor vehicle securing a loan by voluntary surrender, 'self-help' repossession that is 'peaceful' (i.e., without breach of the peace) and, in the absence of voluntary surrender and the ability to repossess without breach of the peace, by judicial process. In California, under certain circumstances after the financed vehicle has been repossessed, an obligor may reinstate the contract by paying the delinquent installments and other amounts due. In the event of default by the obligor, some jurisdictions (not including California) require that the obligor be notified of the default and be given a time period within 76 which to cure the default prior to repossession. Generally, this right of cure may be exercised on a limited number of occasions during the term of the contract. The Uniform Commercial Code and consumer protection laws in most states place restrictions on repossession sales, including requiring prior notice to the debtor and commercial reasonableness in effecting such a sale. In the event of such repossession and resale of a Financed Vehicle, the Trust would be entitled to be paid out of the sale proceeds before such proceeds could be applied to the payment of the claims of unsecured creditors or the holders of subsequently perfected security interests or, thereafter, to the debtor. Under the Uniform Commercial Code and laws applicable in most states, a creditor is entitled to obtain a deficiency judgment from a debtor for any deficiency on repossession and resale of the motor vehicle securing such debtor's loan. However, many states (including California) impose prohibitions or limitations on deficiency judgments. In general, a defaulting Obligor may not have sufficient assets to make the pursuit of a deficiency worthwhile. Certain other statutory provisions, including federal and state bankruptcy and insolvency laws, and general equitable principles may limit or delay the ability of a lender to repossess and resell collateral or enforce a deficiency judgment. OTHER MATTERS Numerous federal and state consumer protection laws may impose requirements applicable to the origination and servicing of the Receivables, including the Truth in Lending Act, the Fair Credit Reporting Act, the Equal Credit Opportunity Act, the Magnuson-Moss Warranty Act and the Federal Trade Commission Act. The so-called 'Holder-in-Due-Course' Rule of the Federal Trade Commission (the 'FTC RULE'), other state statutes or the common law in certain states have the effect of subjecting a seller (and certain related lenders and their assignees) in a consumer credit transaction and any assignee of the seller (which would include the Trust) to all claims and defenses that the obligor in the transaction could assert against the seller of the goods. Liability of a subsequent holder under the FTC Rule is limited to the amounts paid by the obligor under the contract, and a subsequent holder of the contract may also be unable to collect any balance remaining due thereunder from the obligor. The Uniform Consumer Credit Code applicable in certain states contains provisions that generally duplicate this rule. LEGAL INVESTMENT The Class A-1 Notes will be eligible securities for purchase by money market funds under paragraph (a)(9) of Rule 2a-7 under the Investment Company Act of 1940, as amended. CERTAIN FEDERAL INCOME TAX CONSEQUENCES The following is a general summary of the material United States ('U.S.') federal income tax consequences that may be relevant to the purchase, ownership and disposition of the Notes and the Certificates by an investor who purchases the Notes or the Certificates pursuant to their original issuance at their original issue price. This summary is based upon the Internal Revenue Code of 1986, as amended (the 'CODE'), the Treasury regulations promulgated thereunder, administrative rulings or pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly retroactively. The following discussion does not deal with all aspects of U.S. income taxation, nor does it address U.S. federal income tax consequences that may be relevant to certain types of investors, such as banks, insurance companies, dealers in securities, tax-exempt organizations or persons whose functional currency is not the U.S. dollar, who may be subject to special treatment under the Code. In addition, the following discussion does not address the alternative minimum tax consequences of an investment in the Notes or the Certificates or the consequences of such an investment under state and local tax laws or foreign tax laws. Accordingly, investors should consult their own tax advisors to determine the federal, state, local, and other tax 77 consequences that may be relevant to their purchase, ownership and disposition of the Notes or the Certificates based upon their particular facts and circumstances. Prospective investors should note that no rulings have been or will be sought from the Internal Revenue Service ('IRS') with respect to any of the U.S. federal income tax consequences discussed herein and opinions of counsel are not binding on the IRS or the courts. Thus, no assurance can be given that the IRS will not take positions contrary to those described below. The opinions of Simpson Thacher & Bartlett, special U.S. federal income tax counsel to the Sellers ('FEDERAL TAX COUNSEL'), described herein will be based upon certain representations and assumptions, including, but not limited to, the assumption that all relevant parties will comply with the terms of the Trust Agreement and related documents. This summary is intended as an explanatory discussion of the tax matters affecting investors generally, but does not purport to furnish information in the level of detail or with the attention to the investor's specific tax circumstances that would be provided by an investor's own tax adviser. Accordingly, each investor is advised to consult its own advisers with regard to the tax consequences to it of investing in the Notes and the Certificates. An opinion of Federal Tax Counsel will be filed as an Exhibit to the Registration Statement. For purposes of the following discussion, except as otherwise provided herein, the terms 'NOTEHOLDER' and 'CERTIFICATEHOLDER' refer, respectively, to the beneficial owner of a Note or Certificate. In addition, the discussion below assumes that Noteholders and Certificateholders will hold their Notes and Certificates as 'capital assets' within the meaning of Section 1221 of the Code. TRUST TREATED AS PARTNERSHIP Tax Characterization of the Trust. In the opinion of Federal Tax Counsel, the Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation. This opinion is based on, among other things, certain facts and assumptions contained in such opinion and Federal Tax Counsel's conclusion that the nature of the Trust's income exempts it from the rule that certain publicly traded partnerships are taxable as corporations. The Sellers and the Certificateholders, by their purchase of Certificates, will agree to treat the Trust as a partnership for all U.S. tax purposes with the assets of such partnership being the assets held by the Trust (including the Reserve Account and all Investment Earnings earned thereon), the partners of the partnership being the Certificateholders and the Sellers, and the Notes being debt of the partnership. However, the proper characterization of the arrangement involving the Trust, the Certificateholders, the Noteholders and the Sellers is not clear. A variety of alternative characterizations are possible. For example, because the Certificates have certain features characteristic of debt, the Certificates might be considered debt of the Sellers or the Trust. Any such characterization generally would not result in materially adverse tax consequences as compared to the tax consequences that will result from treating the Certificates as equity interests in a partnership which are described below under the caption 'Tax Consequences to Certificateholders.' The following discussion assumes that, for U.S. federal income tax purposes, (i) the Trust will be classified as a partnership and (ii) the Certificates will represent equity interests in such partnership. TAX CONSEQUENCES TO NOTEHOLDERS Treatment of the Notes as Indebtedness. The Trust and the Noteholders, by their purchase of the Notes, agree to treat the Notes as debt for all U.S. tax purposes. In the opinion of Federal Tax Counsel, the Notes will be characterized as debt for U.S. federal income tax purposes. The discussion below assumes this characterization of the Notes is correct. Interest Income on the Notes. The Notes will not be considered to have been issued with original issue discount ('OID') in excess of the statutorily defined de minimis amount (i.e., 1/4% of the principal amount of a Note multiplied by its weighted average to maturity). Consequently, the stated interest thereon will be taxable to a Noteholder as ordinary interest income at the time it is received or accrued in accordance with such Noteholder's method of tax accounting. Under the applicable 78 Treasury regulations, a holder of a Note issued with a de minimis amount of OID must include such OID in income, on a pro rata basis, as principal payments are made on the Note. A purchaser who buys a Note for more or less than its principal amount generally will be subject, respectively, to the premium amortization or market discount rules of the Code. Sale or Other Disposition. If a Noteholder sells or otherwise disposes of a Note in a taxable transaction, the former Noteholder will recognize gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the former Noteholder's adjusted tax basis in the Note. The adjusted tax basis of a Note to a particular Noteholder generally will equal the holder's cost therefor increased by any market discount previously included in income by such Noteholder and decreased by the amount of bond premium (if any) previously amortized and the amount of any payments, other than payments of stated interest, previously received by such Noteholder with respect to such Note. Any such gain or loss will be capital gain or loss if the Note was held as a capital asset, except to the extent such gain represents accrued interest or accrued market discount not previously included in income. Capital losses generally may be used only to offset capital gains. Foreign Noteholders. For purposes of this discussion, the term 'FOREIGN INVESTOR' means any person other than (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust if the primary supervision over the administration of such trust can be exercised by a U.S. court and one or more U.S. fiduciaries have the authority to control all substantial decisions of such trust. Under present U.S. federal income tax law, and subject to the discussion below concerning backup withholding: (a) no withholding of U.S. federal income tax will be required with respect to the payment by the Trust of principal or interest on a Note owned by a Foreign Investor, provided that the beneficial owner of the Note (i) is not actually or constructively a '10 percent shareholder' of the Trust (including a holder of 10% or more of such Trust's outstanding Certificates) or either Seller, (ii) is not a 'controlled foreign corporation' with respect to which the Trust or either Seller is a 'related person' within the meaning of the Code and (iii) satisfies the statement requirement (described generally below) set forth in Section 871(h) and Section 881(c) of the Code and the regulations thereunder; and (b) no withholding of U.S. federal income tax will be required with respect to any gain realized by a Foreign Investor upon the sale, exchange or retirement of a Note provided that, in the case of any gain representing accrued interest, the conditions described in (a) above are satisfied. To satisfy the requirement referred to in (a)(iii) above, the beneficial owner of such Note, or a financial institution holding the Note on behalf of such owner, must provide, in accordance with specified procedures, the U.S. entity that would otherwise be required to withhold U.S. taxes with a statement to the effect that the beneficial owner is not a U.S. person. Pursuant to current temporary Treasury regulations, these requirements will be met if (i) the beneficial owner provides his name and address, and certifies, under penalties of perjury that he, she or it is not a 'U.S. person' (which certification may be made on an IRS Form W-8 or successor form), or (ii) a financial institution or securities clearing organization holding the Note on behalf of such beneficial owner certifies, under penalties of perjury, that such statement has been received by it and furnishes the U.S. entity otherwise required to withhold U.S. taxes with a copy thereof. If a Foreign Investor cannot satisfy the requirements of the 'portfolio interest' exception described in (a) above, payments of premium, if any, and interest (including OID) made to a Foreign Investor with respect to a Note will be subject to a 30% U.S. withholding tax unless the beneficial owner of the Note provides the U.S. entity otherwise required to withhold U.S. taxes with a properly executed (i) IRS Form 1001 (or successor form) claiming an exemption from withholding under the benefit of a tax 79 treaty or (ii) IRS Form 4224 (or successor form) stating that the interest paid on the Note is not subject to U.S. withholding tax because such interest income is effectively connected with the beneficial owner's conduct of a trade or business in the United States. If a Foreign Investor is engaged in a trade or business in the United States and premium, if any, or interest on the Note is effectively connected with the conduct of such trade or business, the Foreign Investor, although exempt from the U.S. withholding tax discussed above, will be subject to U.S. federal income tax on such premium, if any, and interest on a net income basis in the same manner as if it were a U.S. person. In addition, if such Foreign Investor is a foreign corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to adjustments. For this purpose, such premium, if any, and interest on the Note will be included in such foreign corporation's effectively connected earnings and profits. Any gain realized by a Foreign Investor upon the sale, exchange or retirement of a Note generally will not be subject to U.S. federal income tax unless (i) such gain or income is effectively connected with a trade or business conducted by the Foreign Investor in the United States and (ii) in the case of a Foreign Investor who is an individual, such individual is present in the United States for 183 days or more in the taxable year of such sale, exchange or retirement, and certain other conditions are met. Information Reporting and Backup Withholding. In general, information reporting requirements generally will apply to payments of principal, interest and premium, if any, paid on the Notes and to the proceeds from the sale of a Note paid to U.S. persons, other than certain exempt recipients (such as corporations). In addition, a 31% U.S. backup withholding tax will apply to such payments if the Noteholder (i) is a U.S. person who fails to provide a taxpayer identification number, (ii) fails to certify such Noteholder's foreign or other exempt status or (iii) fails to report in full dividend and interest income. No information reporting or backup withholding will be required with respect to payments made by the Trust to a Foreign Investor if a statement described in (a)(iii) above under the caption 'Foreign Noteholders' has been received by the U.S. entity otherwise required to withhold U.S. taxes and such entity does not have actual knowledge that the beneficial owner is a U.S. person. In addition, backup withholding and information reporting will not apply if payments of principal, interest and premium (if any) on a Note are paid or collected by a foreign office of a custodian, nominee or other foreign agent on behalf of the beneficial owner of such Note, or if a foreign office of a broker (as defined in applicable Treasury regulations) pays the proceeds from the sale of a Note to the owner thereof. If, however, such nominee, custodian, agent or broker is, for U.S. federal income tax purposes, a U.S. person, a controlled foreign corporation or a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, such payments will not be subject to backup withholding but will be subject to information reporting, unless (i) such custodian, nominee, agent or broker has documentary evidence in its records that the beneficial owner is not a U.S. person and certain other conditions are met or (ii) the beneficial owner otherwise establishes an exemption. Temporary Treasury regulations provide that the Treasury is considering whether backup withholding will apply with respect to such payments of principal, interest and premium (if any), or to the proceeds from a sale that are not subject to backup withholding under the current regulations. Under proposed Treasury regulations, not currently in effect, backup withholding will not apply to such payments absent actual knowledge that the payee is a U.S. person. Payments of principal, interest and premium (if any) on a Note paid to the beneficial owner of a Note by a United States office of a custodian, nominee or agent, or the payment by the United States office of a broker of the proceeds from the sale of a Note, will be subject to both backup withholding and information reporting unless the beneficial owner (i) provides the statement referred to in (a)(iii) above and the payor does not have actual knowledge that the beneficial owner is a U.S. person or (ii) otherwise establishes an exemption. 80 Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against such holder's U.S. federal income tax liability provided the required information is furnished to the IRS. Possible Alternative Classification of the Notes. If, contrary to the opinion of Federal Tax Counsel, the IRS successfully asserted that one or more of the Notes did not represent debt for U.S. federal income tax purposes, the Notes might be treated as equity interests in the Trust. Treatment of the Notes as equity interests in the Trust could have adverse tax consequences to certain Noteholders. For example, income to Foreign Investors generally would be subject to U.S. tax and U.S. tax return filing and withholding requirements and Noteholders who are individuals might be subject to certain limitations on their ability to deduct their allocable share of the Trust's expenses. See 'Tax Consequences to Certificateholders' below. TAX CONSEQUENCES TO CERTIFICATEHOLDERS Treatment of the Trust as a Partnership. As discussed above under the caption 'Trust Treated as Partnership--Tax Characterization of the Trust,' the following discussion assumes that (i) the Trust will be treated as a partnership (other than a publicly traded partnership) and (ii) the Certificates represent equity interests in such partnership, for U.S. federal income tax purposes. Partnership Taxation. As a partnership, the Trust will not be subject to U.S. federal income tax. Rather, each Certificateholder will be required to separately take into account such Certificateholder's allocable share of the Trust's income, gains, losses, deductions and credits. The Trust's income will consist primarily of interest and Administrative Fees earned on the Receivables (including appropriate adjustments for market discount, OID and bond premium) and any gain realized upon the collection or disposition of Receivables. The Trust's deductions will consist primarily of interest accruing with respect to the Notes, servicing and other fees, and losses or deductions realized upon the collection or disposition of Receivables. The tax items of a partnership are allocable to the partners in accordance with the Code, the relevant Treasury regulations promulgated thereunder and the partnership agreement (here, the Trust Agreement and related documents). However, inasmuch as the Trust's payment of the Certificate Rate on the Certificates is payable to the Certificateholders without regard to the income of the Trust, the Trust's payment of such amounts to Certificateholders should be treated (and the Trust intends to so treat such payments) as 'guaranteed payments' within the meaning of Section 707(c) of the Code, and not as a distributive share of the Trust's income. Such guaranteed payments will be considered ordinary income to a Certificateholder but may not be considered interest income for U.S. federal income tax purposes. In the event that such tax treatment is not respected, the Trust Agreement provides that the Certificateholders will be allocated gross income of the Trust for each calendar month equal to the sum of (i) the amount of interest that accrues on the Certificates for such calendar month, (ii) an amount equivalent to interest that accrues during such period on amounts previously due on the Certificates but not yet distributed, 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 their initial issue price. All remaining income of the Trust will be allocated to the Sellers. All deductions and losses also will be allocated to the Sellers. Based on the economic arrangement of the parties, such allocations should be respected for U.S. federal income tax purposes. However, no assurance can be given that the IRS would not require the Trust to allocate a greater amount of income to the Certificateholders. Moreover, even under the foregoing method of allocation, Certificateholders may be allocated income equal to the entire Certificate Rate plus the other items described above, even though the Trust may not have sufficient cash to make current cash distributions with respect to such income. Thus, cash method Certificateholders will be required effectively to report income from the Certificates on an accrual basis and all Certificateholders will be liable for the U.S. federal income taxes due on their allocable share of the Trust's income even if they have not received any cash distributions from the Trust with respect to 81 such income. In addition, because tax allocations and tax reporting will be done on a uniform basis for all Certificateholders, Certificateholders purchasing Certificates at different times and at different prices may be required to recognize an amount of taxable income that is greater or less than the amount reported to them by the Trust. See '--Allocations between Transferors and Transferees' below. The Trust intends to make all tax calculations relating to income and allocations to Certificateholders on an aggregate basis. If the IRS were to require that such calculations be made separately for each Receivable, the Trust might be required to incur additional expense, but it is believed that there would not be a material adverse effect on Certificateholders. Discount and Premium. It is anticipated that the Receivables held by the Trust will not have been issued with OID. Therefore, the Trust should not have to accrue any OID income. However, the purchase price paid by the Trust for the Receivables may be greater or less than the remaining principal balance of the Receivables at the time of purchase. If so, the Receivables will have been acquired at a premium or discount, as the case may be. (As indicated above, the Trust will make this calculation on an aggregate basis, but might be required to recompute it on a Receivable-by-Receivable basis.) If the Trust acquires the Receivables at a market discount or premium, the Trust will elect to include any such discount in income currently as it accrues over the life of the Receivables or to offset any such premium against interest income on the Receivables. As indicated above, a portion of such market discount income or premium deduction may be allocated to Certificateholders. Section 708 Termination. Under Section 708 of the Code, the Trust will be deemed to terminate for U.S. federal income tax purposes if 50% or more of the capital and profits interests in the Trust are sold or exchanged within a 12-month period. If such a termination occurs, the Trust would be considered to have transferred all of its assets and liabilities to a new Trust and then to have immediately liquidated and distributed the interests in the new Trust to the continuing Certificateholders. The Trust will not comply with certain technical requirements that might apply should such a constructive termination occur. Consequently, the Trust may be subject to certain tax penalties and may incur additional expenses if it is required to comply with these requirements. Disposition of Certificates. Generally, a Certificateholder will recognize capital gain or loss on a sale or other taxable disposition of Certificates in an amount equal to the difference between the amount realized by the Certificateholder on such sale or disposition and the Certificateholder's tax basis in such Certificates. A Certificateholder's tax basis in a Certificate generally will equal the Certificateholder's cost therefor increased by the Certificateholder's allocable share of Trust income and decreased by any distributions received with respect to such Certificate. In addition, both the tax basis in the Certificates and the amount realized on a sale of a Certificate would include the Certificateholder's allocable share of the Notes and other liabilities of the Trust. A Certificateholder acquiring Certificates at different prices may be required to maintain a single aggregate adjusted tax basis in such Certificates, and, upon sale or other disposition of some of the Certificates, allocate a portion of such aggregate tax basis to the Certificates sold (rather than maintaining a separate tax basis in each Certificate for purposes of computing gain or loss on a sale of that Certificate). Any gain on the sale of a Certificate attributable to the Certificateholder's share of unrecognized accrued market discount on the Receivables generally would be treated as ordinary income to the Certificateholder and would give rise to special tax reporting requirements. The Trust does not expect to have any other assets that would give rise to such special reporting requirements. Thus, to avoid those special reporting requirements, the Trust will elect to include market discount in income as it accrues. If a Certificateholder is required to recognize an aggregate amount of income (not including income attributable to disallowed itemized deductions described above) over the life of the Certificates that exceeds the aggregate cash distributions with respect thereto, such excess generally will give rise 82 to a capital loss upon the retirement of the Certificates. The deductibility of capital losses is subject to limitations. Allocations Between Transferors and Transferees. In general, the Trust's taxable income and losses will be determined monthly and the tax items for a particular calendar month will be apportioned among the Certificateholders in proportion to the principal amount of Certificates owned by them as of the close of the last day of such month. As a result, an investor purchasing Certificates may be allocated tax items (which will affect its tax liability and tax basis) attributable to periods before the actual transaction. The use of such a monthly convention may not be permitted by existing regulations. If a monthly convention is not allowed (or only applies to transfers of less than all of the partner's interest), taxable income or losses of the Trust might be reallocated among the Certificateholders. The Owner Trustee is authorized to revise the Trust's method of allocation between transferors and transferees to conform to a method permitted by future regulations. Section 754 Election. In the event that a Certificateholder sells its Certificates at a profit (or loss), the purchasing Certificateholder will have a higher (or lower) tax basis in the Certificates than the selling Certificateholder had. The tax basis of the Trust's assets will not be adjusted to reflect that higher (or lower) basis unless the Trust were to file an election under Section 754 of the Code. In order to avoid the administrative complexities that would be involved in keeping accurate accounting records, as well as potentially onerous information reporting requirements, the Trust will not make such an election. As a result, Certificateholders might be allocated a greater or lesser amount of Trust income than would be appropriate based on their own purchase price for Certificates. Administrative Matters. The Owner Trustee will be required to keep complete and accurate books for the Trust. Such books will be maintained for financial reporting and tax purposes on an accrual basis and the fiscal year of the Trust will be the calendar year. The Owner Trustee will file or cause to be filed a partnership information return (IRS Form 1065) with the IRS for each taxable year of the Trust and will report each Certificateholder's allocable share of items of Trust income and expense to holders and the IRS on Schedule K-1. The Owner Trustee will provide or cause to be provided the Schedule K-1 information to nominees that fail to provide the Trust with the information statement described below and such nominees will be required to forward such information to the beneficial owners of the Certificates. Generally, Certificateholders must file tax returns that are consistent with the information return filed by the Trust or be subject to penalties unless the Certificateholder notifies the IRS of all such inconsistencies. Under Section 6031 of the Code, any person that holds Certificates as a nominee at any time during a calendar year is required to furnish the Trust with a statement containing certain information on the nominee, the beneficial owners and the Certificates so held. Such information includes (i) the name, address and taxpayer identification number of the nominee and (ii) as to each beneficial owner (x) the name, address and taxpayer identification number of such person, (y) whether such person is a United States person, a tax-exempt entity or a foreign government, an international organization, or any wholly owned agency or instrumentality of either of the foregoing, and (z) certain information on Certificates that were held, bought or sold on behalf of such person throughout the year. In addition, brokers and financial institutions that hold Certificates through a nominee are required to furnish directly to the Trust information as to themselves and their ownership of Certificates. A clearing agency registered under Section 17A of the Exchange Act is not required to furnish any such information statement to the Trust. The information referred to above for any calendar year must be furnished to the Trust on or before the following January 31. Nominees, brokers and financial institutions that fail to provide the Trust with the information described above may be subject to penalties. Chase will be designated as the tax matters partner in the Trust Agreement and, as such, will be responsible for representing the Certificateholders in any dispute with the IRS. The Code provides for administrative examination of a partnership as if the partnership were a separate and distinct taxpayer. Generally, the statute of limitations for partnership items does not expire before three years after the date on which the partnership information return is filed. Any adverse determination following an audit 83 of the return of the Trust by the appropriate taxing authorities could result in an adjustment of the returns of the Certificateholders, and, under certain circumstances, a Certificateholder may be precluded from separately litigating a proposed adjustment to the items of the Trust. An adjustment could result in an audit of a Certificateholder's U.S. federal income tax returns and, consequently, to adjustments of items not related to the Certificateholder's allocable share of the income and losses of the Trust. Tax Consequences to Foreign Certificateholders. Under the terms of the Trust Agreement, 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. Moreover, in order to protect the Trust from the potential adverse tax consequences that may result if the Trust failed to withhold on amounts allocable to Foreign Investors, the Trust intends to, and will, withhold on any amounts allocable or payable to a Foreign Investor at a rate of 35% for Foreign Investors that are taxable as corporations and 39.6% for all other Foreign Investors. In determining a Certificateholder's withholding status, the U.S. entity otherwise required to withhold U.S. taxes may rely on IRS Form W-8, IRS Form W-9 or a Certificateholder's certification of nonforeign status signed under penalties of perjury. Backup Withholding. Distributions made on the Certificates and proceeds from the sale of the Certificates generally will be subject to the 31% U.S. backup withholding tax if the Certificateholder fails to comply with certain identification procedures or otherwise fails to establish an exemption. CERTAIN STATE TAX CONSEQUENCES The activities to be undertaken by the Servicer in servicing and collecting the Receivables will take place in Oklahoma. The State of Oklahoma imposes a state income tax on individuals, nonresident aliens (with respect to Oklahoma taxable income), corporations, certain foreign corporations, and trusts and estates with Oklahoma taxable income. No ruling on any of the issues discussed below will be sought from the Oklahoma Tax Commission. Because of the variation in each state's or locality's tax laws, it is impossible to predict the tax consequences to Noteholders, Certificateholders or the Trust in all of the other state and local taxing jurisdictions. Noteholders and Certificateholders, particularly financial institutions, are urged to consult their own tax advisors with respect to state and local tax consequences arising out of the purchase, ownership and disposition of the Notes and/or the Certificates. TAX CONSEQUENCES WITH RESPECT TO THE NOTES Crowe & Dunlevy, P.C., Oklahoma tax counsel to the Sellers ('OKLAHOMA TAX COUNSEL'), will advise the Trust that, assuming the Notes will be treated as debt for federal income tax purposes, the Notes will be treated as debt for Oklahoma income tax purposes, and the Noteholders not otherwise subject to taxation in Oklahoma should not become subject to taxation in Oklahoma solely because of a holder's ownership of Notes. However, a Noteholder already subject to Oklahoma's income tax could be required to pay additional Oklahoma tax as a result of the holder's ownership or disposition of Notes. TAX CONSEQUENCES WITH RESPECT TO THE CERTIFICATES ISSUED BY A TRUST TREATED AS A PARTNERSHIP Oklahoma Tax Counsel will advise the Trust that if the arrangement created by the Trust Agreement is treated as a partnership (not taxable as a corporation) for U.S. federal income tax purposes, the same treatment should also apply for Oklahoma income tax purposes; under current law, Certificateholders that are nonresidents of Oklahoma and are not otherwise subject to Oklahoma income tax should not be subject to Oklahoma income tax on the income from the Trust because it is unlikely that the Trust has established a nonunitary business or commercial situs in Oklahoma. In any event, classification of the arrangement as a 'partnership' would not cause a Certificateholder not otherwise subject to taxation in Oklahoma to pay Oklahoma income tax on income beyond that derived from the Certificates. 84 ERISA CONSIDERATIONS GENERAL The Employee Retirement Income Security Act of 1974, as amended ('ERISA'), and Section 4975 of the Code, impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans and certain collective investment funds or insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to the fiduciary responsibility provisions of ERISA and/or Section 4975 of the Code (collectively, 'PLANS'), and on persons who are fiduciaries with respect to Plans, in connection with the investment of 'plan assets' of any Plan ('PLAN ASSETS'). ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan's investments be made in accordance with the documents governing the Plan. Generally, any person who has discretionary authority or control respecting the management or disposition of Plan Assets, and any person who provides investment advice with respect to such assets for a fee, is a fiduciary with respect to such Plan Assets. ERISA and Section 4975 of the Code prohibit a broad range of transactions involving Plan Assets and persons ('Parties in Interest' under ERISA and 'Disqualified Persons' under the Code) who have certain specified relationships to a Plan or its Plan Assets, unless a statutory or administrative exemption is available. Parties in Interest or Disqualified Persons that participate in a prohibited transaction may be subject to a penalty imposed under ERISA and/or an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code. Any fiduciary or other Plan investor considering whether to purchase any Securities on behalf of or with Plan Assets of any Plan should consult with its counsel for guidance regarding the ERISA Considerations applicable to the Securities offered hereby. Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA), are not subject to the requirements of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested in the Securities without regard to the ERISA considerations described herein, subject to the provisions of other applicable federal and state law. However, any such plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code. THE NOTES Subject to the considerations described below, the Notes are eligible for purchase with Plan Assets of any Plan. Any fiduciary or other Plan investor considering whether to purchase the Notes with Plan Assets of any Plan should determine whether such purchase is consistent with its fiduciary duties and whether such purchase would constitute or result in a non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code because any of the Sellers, the Servicer, the Trust (by reason of the Seller's ownership of Certificates), the Indenture Trustee, the Owner Trustee, any other Certificateholder or any other parties may be deemed to be benefiting from the issuance of the Notes and may be Parties in Interest or Disqualified Persons with respect to the investing Plan. Any fiduciary or other Plan investor considering whether to purchase the Notes should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such investment, and of the Seller, the Servicer or the Trust as a Party-in-Interest or Disqualified Person with respect to the investing Plan, the availability of exemptive relief under any prohibited transaction exemption. For example, DOL Prohibited Transaction Exemptions 96-23 (relating to transactions determined by 'in-house asset managers'), 95-60 (relating to transactions involving insurance company general accounts), 91-38 (relating to transactions involving bank collective investment funds), 90-1 (relating to transactions involving insurance company pooled separate accounts) or 84-14 (relating to transactions determined by independent 'qualified 85 professional asset managers') may be available. A purchaser of the Notes should be aware, however, that even if the conditions specified in an exemption are met, the scope of the exemptive relief provided by the exemption might not cover all acts which might be construed as prohibited transactions. In addition, under U.S. Department of Labor Regulation Section 2510.3-101 (the 'PLAN ASSET REGULATION'), the purchase with Plan Assets of equity interests in the Trust could, in certain circumstances, cause the Receivables and other assets of the Trust to be deemed Plan Assets of the investing Plan which, in turn, would subject the Trust and its assets to the fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code. Nevertheless, because the Notes (a) should be treated as indebtedness under local law and debt, rather than equity, for tax purposes (see 'Certain Federal Income Tax Consequences--Tax Consequences to Noteholders--Treatment of the Notes as Indebtedness' herein), and (b) should not be deemed to have any 'substantial equity features,' purchases of the Notes with Plan Assets should not be treated as equity investments and, therefore, the Receivables and other assets included as assets of the Trust should not be deemed to be Plan Assets of the investing Plans. Those conclusions are based, in part, upon the traditional debt features of the Notes, including the reasonable expectation of purchasers of Notes that the Notes (which are highly rated by the Rating Agencies) will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. Before purchasing the Notes, a fiduciary or other Plan investor should itself confirm that the Notes constitute debt for purposes of the Plan Asset Regulation. The Notes may not be purchased with Plan Assets of any Plan if any of the Sellers, the Servicer, the Indenture Trustee, the Owner Trustee or any of their respective affiliates (a) has investment or administrative discretion with respect to the Plan Assets used to effect such purchase; (b) has authority or responsibility to give, or regularly gives, investment advice with respect to such Plan Assets, for a fee and pursuant to an agreement or understanding that such advice (1) will serve as a primary basis for investment decisions with respect to such Plan Assets, and (2) will be based on the particular investment needs of such Plan; or (c) is an employer maintaining or contributing to such Plan. Each purchaser will be deemed to have represented and warranted that its purchase of a Note or any interest therein does not violate the foregoing limitation. THE CERTIFICATES Because purchases of the Certificates are equity investments, the Certificates may not be purchased by, on behalf of or with the Plan Assets of any Plan. In addition, each purchaser of the Certificates will be deemed to have represented and warranted that it is neither a Plan nor purchasing the Certificates on behalf of or with Plan Assets of a Plan. The Small Business Job Protection Act of 1996 added new Section 401(c) of ERISA relating to the status of the assets of insurance company general accounts under ERISA and Section 4975 of the Code. Pursuant to Section 401(c), the Department of Labor is required to issue final regulations (the 'GENERAL ACCOUNT REGULATIONS') not later than December 31, 1997 with respect to insurance policies issued on or before December 31, 1998 that are supported by an insurer's general account. The General Account Regulations are to provide guidance on which assets held by the insurer constitute Plan Assets for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Code. The assets of a general account that support insurance policies (other than 'guaranteed benefit policies' within the meaning of Section 401(b)(2) of ERISA) (i) issued to Plans after December 31, 1998 or (ii) issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the General Account Regulations, may be treated as Plan Assets. However, except in the case of avoidance of the General Account Regulations and actions brought by the Secretary of Labor relating to certain breaches of fiduciary duties that also constitute breaches of state or federal criminal law, until the date that is 18 months after the General Account Regulations become final, no liability under the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 may result on the basis of a claim that the assets of the general account of an insurance company constitute the Plan Assets of any Plan. The Plan Asset status of insurance company separate accounts 86 is unaffected by new Section 401(c) of ERISA, and separate account assets continue to be treated as the Plan Assets of any Plan invested in a separate account. If the assets of a general account invested in the Certificates are treated as Plan Assets of any Plan or the protections of Section 401(c) of ERISA become unavailable, certain violations of the prohibited transaction rules may be deemed to occur as a result of the operation of the Trust. Insurance companies contemplating the investment of general account assets in the Certificates should consult with their own counsel concerning the impact of Section 401(c) of ERISA, including the status of assets of the general account and its ability to continue to hold the Certificates after the date that is 18 months after the General Account Regulations become final. The deemed representation and warranty regarding the acquisition and holding of Certificates by any Plan or person investing Plan Assets of any Plan (See 'Summary of Terms--ERISA Considerations' herein) will not apply to the acquisition or holding of Certificates with the assets of the general account of an insurance company to the extent that such acquisition or holding, respectively, (i) is and will be permitted by Section 401(c) of ERISA and final regulations thereunder or another exemption under ERISA and (ii) does not and will not result in the contemplated operations of the Trust being treated as non-exempt prohibited transactions. UNDERWRITING As consideration for the transfer of the Receivables to the Trust, the Trust will issue the Notes and the Certificates to the Sellers, with (i) Chase receiving 87.17% of the original principal amount of each class of Notes and the original Certificate Balance and (ii) Chase USA receiving 12.83% of the original principal amount of each class of Notes and the original Certificate Balance. Subject to the terms and conditions set forth in the note underwriting agreement (the 'NOTE UNDERWRITING AGREEMENT') and the certificate underwriting agreement (the 'CERTIFICATE UNDERWRITING AGREEMENT,' and together with the Note Underwriting Agreement, the 'UNDERWRITING AGREEMENTS'), the Sellers have agreed to sell to the note underwriters indicated below (the 'NOTE UNDERWRITERS') and to Chase Securities Inc. (the 'CERTIFICATE UNDERWRITER,' and together with the Note Underwriters, the 'UNDERWRITERS'), and each of the Underwriters has agreed to purchase, the principal amount of each class of Notes and the Certificates set forth opposite its name below.
MERRILL, LYNCH, PIERCE, CHASE BEAR, STEARNS FENNER & SMITH SALOMON SECURITIES INC. & CO. INC. INCORPORATED BROTHERS INC --------------- ------------- ----------------------- ------------- Class A-1................................. $ $ $ $ Class A-2................................. Class A-3................................. Class A-4................................. Class A-5................................. Class A-6................................. Class A-7................................. Class A-8................................. Class A-9................................. Class A-10................................ Certificates.............................. --------------- ------------- ----------------------- ------------- Total................................ $ $ $ $ --------------- ------------- ----------------------- ------------- --------------- ------------- ----------------------- -------------
The Underwriters initially propose to offer all or a part of the Notes and Certificates, as applicable, directly to the public at the respective public offering prices set forth on the cover page of this Prospectus and may offer a portion of the Notes and Certificates, as applicable, to dealers at a price which represents a concession not in excess of the amounts set forth below for the respective classes of Notes and the Certificates. The Underwriters may allow, and such dealers may allow, a concession not in excess of the amounts set forth below for the respective classes of the Notes and the Certificates 87 for certain dealers. After the initial public offering, the public offering prices and such concessions may from time to time be varied by the Underwriters.
CONCESSION TO REALLOWANCE DEALERS CONCESSION ------------- ----------- Class A-1......................................................................... % % Class A-2......................................................................... Class A-3......................................................................... Class A-4......................................................................... Class A-5......................................................................... Class A-6......................................................................... Class A-7......................................................................... Class A-8......................................................................... Class A-9......................................................................... Class A-10........................................................................ Certificates......................................................................
The Indenture Trustee and the Owner Trustee (on behalf of the Trust) may, from time to time, invest the funds in the Collection Account, the Paid-Ahead Account and the Reserve Account in Permitted Investments acquired from the Underwriters. Chase Securities Inc. may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the Securities in accordance with Regulation M under the Exchange Act. Over-allotment transactions involve syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the Security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the Securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit Chase Securities Inc. to reclaim a selling concession from a syndicate member when the Securities originally sold by such syndicate member are purchased in a syndicate covering transaction. Such over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the Securities to be higher than they would otherwise be in the absence of such transactions. Neither the Issuer nor Chase Securities Inc. represent that Chase Securities Inc. will engage in any such transactions or that such transactions, if commenced, will not be discontinued without notice. This Prospectus may be used by Chase Securities Inc., an affiliate of the Sellers and a subsidiary of the Corporation, in connection with offers and sales related to market-making transactions in the Securities. Chase Securities Inc. may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. Chase Securities Inc. has no obligation to make a market in the Securities, and it may discontinue any such market-making activities at any time without notice, in its sole discretion. The Sellers and CITSF will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act or contribute to payments the Underwriters may be required to make in respect thereof. LEGAL MATTERS Certain legal matters relating to the issuance of the Securities will be passed upon for the Sellers by Simpson Thacher & Bartlett (a partnership that includes professional corporations), New York, New York and certain other legal matters will be passed upon for the Sellers by Orest J. Lechnowsky, Esq., a Senior Vice President of Chase Financial Corporation, an affiliate of the Sellers, and for the Underwriters by Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain Oklahoma state tax matters will be passed upon for the Sellers by Crowe & Dunlevy, P.C., Oklahoma City, Oklahoma. From time to time Simpson Thacher & Bartlett and Orrick, Herrington & Sutcliffe LLP provide legal services to the Sellers and their affiliates. 88 INDEX OF TERMS
TERM PAGE - ---------------------------------------------------------------------------------------------------- ----------- ABS................................................................................................. 38 ABS Table........................................................................................... 38 Actual Principal Balance............................................................................ 58 Actuarial Receivables............................................................................... 28 Administration Agreement............................................................................ 10 Administrative Fees................................................................................. 60 Administrator....................................................................................... 10 Aggregate Losses.................................................................................... 60 Aggregate Net Losses................................................................................ 69 Applicable Trustee.................................................................................. 53 Asset Service Center................................................................................ 33 Available Amount.................................................................................... 65 Available Reserve Account Amount.................................................................... 68 Average Delinquency Percentage...................................................................... 69 Average Net Loss Ratio.............................................................................. 69 Banks............................................................................................... 1 Bulk Purchase Receivables........................................................................... 30 Business Day........................................................................................ 4 CBC................................................................................................. 34 CBC Holding......................................................................................... 34 Cede................................................................................................ ii Cedel............................................................................................... i, 53 Cedel Participants.................................................................................. 53 Certificate Balance................................................................................. 66 Certificate Final Scheduled Distribution Date....................................................... 6 Certificate Pool Factor............................................................................. 46 Certificate Rate.................................................................................... 6 Certificate Underwriter............................................................................. 87 Certificate Underwriting Agreement.................................................................. 87 Certificateholder................................................................................... 53, 78 Certificateholders.................................................................................. 6 Certificateholders' Distributable Amount............................................................ 67 Certificateholders' Interest Carryover Shortfall.................................................... 67 Certificateholders' Interest Distributable Amount................................................... 67 Certificateholders' Monthly Interest Distributable Amount........................................... 67 Certificateholders' Monthly Principal Distributable Amount.......................................... 67 Certificateholders' Principal Carryover Shortfall................................................... 67 Certificateholders' Principal Distributable Amount.................................................. 67 Certificates........................................................................................ ii, 3 CFAC................................................................................................ 29 CFHI................................................................................................ 29 CFMC................................................................................................ 1 Chase............................................................................................... ii Chase Financial Receivables......................................................................... 29
89
TERM PAGE - ---------------------------------------------------------------------------------------------------- ----------- Chase N.A........................................................................................... 1 Chase RV Finance.................................................................................... 1 Chase RV Finance Portfolio.......................................................................... 15 Chase USA........................................................................................... ii Chase/Chemical Merger............................................................................... 29 CIT................................................................................................. 1 CITSF............................................................................................... ii, 1 Class A-1 Notes..................................................................................... ii Class A-2 Notes..................................................................................... ii Class A-3 Notes..................................................................................... ii Class A-4 Notes..................................................................................... ii Class A-5 Notes..................................................................................... ii Class A-6 Notes..................................................................................... ii Class A-7 Notes..................................................................................... ii Class A-8 Notes..................................................................................... ii Class A-9 Notes..................................................................................... ii Class A-10 Notes.................................................................................... ii Clearing agency..................................................................................... 52 Clearing corporation................................................................................ 52 Closing Date........................................................................................ i Code................................................................................................ 77 Collection Account.................................................................................. 9 Collection Period................................................................................... 7 Commission.......................................................................................... iii Contract Rate....................................................................................... 58 Cooperative......................................................................................... 54 Corporation......................................................................................... i Cutoff Date......................................................................................... ii Cutoff Date Pool Balance............................................................................ 4 Dealer Agreements................................................................................... 30 Dealers............................................................................................. 30 Definitive Certificates............................................................................. 54 Definitive Notes.................................................................................... 54 Definitive Securities............................................................................... 54 Delinquency Percentage.............................................................................. 69 Deposit Date........................................................................................ 60 Depositaries........................................................................................ 52 Direct Receivables.................................................................................. 29 Distribution Date................................................................................... ii DKB................................................................................................. 34 DTC................................................................................................. i Due Date............................................................................................ 28 Duff & Phelps....................................................................................... 11 Eligible Deposit Account............................................................................ 59 ERISA............................................................................................... 85
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TERM PAGE - ---------------------------------------------------------------------------------------------------- ----------- Euroclear........................................................................................... i, 53 Euroclear Operator.................................................................................. 54 Euroclear Participants.............................................................................. 53 Events of Default................................................................................... 48 Events of Servicing Termination..................................................................... 71 Exchange Act........................................................................................ iii Excluded Forced-Placed Insurance Premiums........................................................... 17 Excluded Precomputed Amounts........................................................................ 17 FDIA................................................................................................ 14 FDIC................................................................................................ i Federal Tax Counsel................................................................................. 78 Final Scheduled Maturity Date....................................................................... 4 Financed Vehicles................................................................................... 4 FIRREA.............................................................................................. 14 Foreign Investor.................................................................................... 79 FTC Rule............................................................................................ 77 General Account Regulations......................................................................... 86 Indenture........................................................................................... ii, 2 Indenture Trustee................................................................................... ii, 2 Indirect Receivables................................................................................ 29 Interest Accrual Period............................................................................. 5 Interest Rate....................................................................................... 4 Investment Earnings................................................................................. 60 IRS................................................................................................. 78 Issuer.............................................................................................. i, 1 Liquidated Receivable............................................................................... 66 Loss................................................................................................ 60 MHC................................................................................................. 34 Military Reservist Relief Act....................................................................... 58 Monthly Advance..................................................................................... 8 Moody's............................................................................................. 11 NADA................................................................................................ 32 Net Liquidation Proceeds............................................................................ 66 Net Loss Ratio...................................................................................... 69 New Financed Vehicle................................................................................ 18 Note Final Scheduled Distribution Date.............................................................. 5 Note Pool Factor.................................................................................... 46 Note Underwriters................................................................................... 87 Note Underwriting Agreement......................................................................... 87 Noteholder.......................................................................................... 53, 78 Noteholders......................................................................................... 4 Noteholders' Distributable Amount................................................................... 67 Noteholders' Interest Carryover Shortfall........................................................... 67 Noteholders' Interest Distributable Amount.......................................................... 68 Noteholders' Monthly Interest Distributable Amount.................................................. 68
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TERM PAGE - ---------------------------------------------------------------------------------------------------- ----------- Noteholders' Monthly Principal Distributable Amount................................................. 68 Noteholders' Principal Carryover Shortfall.......................................................... 68 Noteholders' Principal Distributable Amount......................................................... 68 Notes............................................................................................... ii, 2 Obligor............................................................................................. 8 OID................................................................................................. 78 Oklahoma Tax Counsel................................................................................ 84 Original Pool Balance............................................................................... 4 Originator.......................................................................................... 29 Owner Trustee....................................................................................... ii, 2 Paid-Ahead Account.................................................................................. 38 Paid-Ahead Amounts.................................................................................. 9 Paid-Ahead Period................................................................................... 37 Paid-Ahead Precomputed Receivable................................................................... 38 Paid-Ahead Simple Interest Receivable............................................................... 37 Participants........................................................................................ iii Paying Agent........................................................................................ 59 Payment Shortfall................................................................................... 8 Permitted Investments............................................................................... 59 Plan Asset Regulation............................................................................... 86 Plan Assets......................................................................................... 85 Plans............................................................................................... 85 Pool Balance........................................................................................ 4 Precomputed Receivables............................................................................. 28 Prepayments......................................................................................... 36 Principal Balance................................................................................... 65 Principal Distribution Amount....................................................................... 65 Principal Prepayment................................................................................ 66 Qualified Institution............................................................................... 59 Qualified Trust Institution......................................................................... 59 Rating Agencies..................................................................................... 11 Receivables......................................................................................... 17 Receivables Pool.................................................................................... 17 Record Date......................................................................................... 4 Recreational Vehicle Loans.......................................................................... 17 Regional Centers.................................................................................... 31 Registration Statement.............................................................................. iii Relief Act Reduction................................................................................ 58 Repurchase Amount................................................................................... 58 Repurchased Receivable.............................................................................. 65 Reserve Account..................................................................................... 7 Reserve Account Initial Deposit..................................................................... 7 Rule of 78's........................................................................................ 29 Rule of 78's Receivables............................................................................ 29 Rules............................................................................................... 53
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TERM PAGE - ---------------------------------------------------------------------------------------------------- ----------- Sale and Servicing Agreement........................................................................ 4 Schedule of Receivables............................................................................. 57 Securities.......................................................................................... ii Securities Act...................................................................................... iii Securityholder...................................................................................... 53 Securityholders..................................................................................... 6 Sellers............................................................................................. ii, 1 Servicer............................................................................................ ii, 1 Servicer Payment.................................................................................... 10 Servicing Fee....................................................................................... 10 Servicing Fee Rate.................................................................................. 10 Servicing Transfer.................................................................................. 1 Servicing Transfer Agreements....................................................................... 2 Settlement Date..................................................................................... 10 Simple Interest Receivables......................................................................... 28 Soldiers' and Sailors' Civil Relief Act............................................................. 58 Specified Reserve Account Balance................................................................... 8 Standard & Poor's................................................................................... 11 Stockholders Agreement.............................................................................. 34 Terms and Conditions................................................................................ 54 Transfer Agent and Registrar........................................................................ 55 Transfer and Servicing Agreements................................................................... 57 Trust............................................................................................... i, 1 Trust Accounts...................................................................................... 59 Trust Agreement..................................................................................... 1 UCC................................................................................................. 74 Underwriters........................................................................................ 87 Underwriting Agreements............................................................................. 87 U.S................................................................................................. 77 Used Financed Vehicle............................................................................... 18
93 [This page intentionally left blank] ANNEX A GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES Except in certain limited circumstances, the globally offered Chase Manhattan RV Trust 1997-A Class A-1 % Asset Backed Notes, Class A-2 % Asset Backed Notes, Class A-3 % Asset Backed Notes, Class A-4 % Asset Backed Notes, Class A-5 Asset Backed Notes, Class A-6 Asset Backed Notes, Class A-7 Asset Backed Notes, Class A-8 Asset Backed Notes, Class A-9 Asset Backed Notes, and Class A-10 % Asset Backed Notes (the 'GLOBAL NOTES') and % Asset Backed Certificates (the 'GLOBAL CERTIFICATES,' and together with the Global Notes, the 'GLOBAL SECURITIES') to be issued will be available only in book-entry form. Investors in the Global Securities may hold Global Notes through any of The Depository Trust Company ('DTC'), Cedel or Euroclear or hold Global Certificates through DTC. The Global Securities will be tradeable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds. Secondary market trading between investors holding Global Notes through Cedel and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., seven calendar day settlement). Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations. Secondary cross-market trading between Cedel or Euroclear and DTC Participants holding Global Notes will be effected on a delivery-against-payment basis through the respective Depositaries of Cedel and Euroclear (in such capacity) and as DTC Participants. Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing corporation organizations or their participants. INITIAL SETTLEMENT All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee or DTC. Investors' interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Cedel and Euroclear will hold positions on behalf of their participants through their respective Depositaries, which in turn will hold such positions in accounts as DTC Participants. Investors electing to hold their Global Securities through DTC will follow the settlement practice applicable to U.S. corporate debt obligations. Investor securities custody accounts will be credited with the holdings against payment in same-day funds on the settlement date. Investors electing to hold their Global Notes through Cedel or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no 'lock-up' or restricted period. Global Securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds. SECONDARY MARKET TRADING Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser's and seller's accounts are located to ensure that settlement can be made on the desired value date. Trading between DTC Participants. Secondary market trading between DTC Participants will be settled using the procedures applicable to U.S. corporate debt obligations in same-day funds. A-1 Trading between Cedel and/or Euroclear Participants. Secondary market trading between Cedel Participants or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds. Trading between DTC seller and Cedel or Euroclear purchaser. When Global Notes are to be transferred from the account of a DTC Participant to the account of a Cedel Participant or a Euroclear Participant, the purchaser will send instructions to Cedel, or Euroclear through a Cedel Participant or Euroclear Participant, at least one business day prior to settlement. Cedel or Euroclear will instruct the respective Depositary to receive the Global Notes against payment. Payment will include interest accrued on the Global Notes from and including the last coupon payment date to and excluding the settlement date. Payment will then be made by the respective Depositary to the DTC Participant's account against delivery of the Global Notes. After settlement has been completed, the Global Notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Cedel Participant's or Euroclear Participant's account. The Global Notes credit will appear the next day (European time) and the cash debit will be backed-valued to, and the interest on the Global Notes will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Cedel or Euroclear cash debit will be valued instead as of the actual settlement date. Cedel Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Cedel or Euroclear. Under this approach, they may take on credit exposure to Cedel or Euroclear until the Global Notes are credited to their accounts one day later. As an alternative, if Cedel or Euroclear has extended a line of credit to them, Cedel Participants or Euroclear Participants can elect not to preposition funds and allow that credit line to be drawn upon the finance settlement. Under this procedure, Cedel Participants or Euroclear Participants purchasing Global Notes would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Notes were credited to their accounts. However, interest on the Global Notes would accrue from the value date. Therefore, in many cases the investment income on the Global Notes earned during the one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Cedel Participant's or Euroclear Participant's particular cost of funds. Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Notes to the respective Depositary for the benefit of Cedel Participants or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participant a cross-market transaction will settle no differently than a trade between two DTC Participants. Trading between Cedel or Euroclear seller and DTC purchaser. Due to time zone differences in their favor, Cedel Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Notes are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Cedel or Euroclear through a Cedel Participant or Euroclear Participant at least one business day prior to settlement. In these cases, Cedel or Euroclear will instruct the respective Depositary, as appropriate, to deliver the bonds to the DTC Participant's account against payment. Payment will include interest accrued on the Global Notes from and including the last coupon payment date to and excluding the settlement date. The payment will then be reflected in the account of the Cedel Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Cedel Participant's or Euroclear Participant's account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Cedel Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day period. A-2 If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Cedel Participant's or Euroclear Participant's account would instead be valued as of the actual settlement date. Finally, day traders that use Cedel or Euroclear and that purchase Global Notes from DTC Participants for delivery to Cedel Participants or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem: (a) borrowing through Cedel or Euroclear for one day (until the purchase side of the day trade is reflected in their Cedel or Euroclear accounts) in accordance with the clearing system's custom procedures; (b) borrowing the Global Notes in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Notes sufficient time to be reflected in their Cedel or Euroclear account in order to settle the sale side of the trade; or (c) staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Cedel Participant or Euroclear Participant. CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS GLOBAL NOTES A beneficial owner of Global Notes holding securities through Cedel or Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless (i) each clearing system, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate: Exemption for non-U.S. Persons (Form W-8). Beneficial owners of the Notes that are non-U.S. Persons can obtain a complete exemption from the withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If the information shown on Form W-8 changes, a new Form W-8 must be filed within 30 days of such change. Exemption for non-U.S. Persons with effectively connected income (Form 4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States). Exemption or reduced rate for non-U.S. Persons resident in treaty countries (Form 1001). Non-U.S. Persons that are beneficial owners of Notes and who reside in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form 1001 (Ownership, Exemption of Reduced Rate Certificate). If the treaty provides only for a reduced rate, withholding tax will be imposed at that rate unless the filer alternatively files Form W-8. Form 1001 may be filed by such beneficial owner or his agent. Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer's Request for Taxpayer Identification Number and Certification). U.S. Federal Income Tax Reporting Procedure. The beneficial owner of a Global Note or, in the case of a Form 1001 or a Form 4224 filer, his agent, files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on A-3 the books of the clearing agency). Form W-8 and Form 1001 are effective for three calendar years and Form 4224 is effective for one calendar year. The term 'U.S. PERSON' means (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is includible in gross income for United States tax purposes regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States fiduciaries have the authority to control all substantial decisions of such trust. This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of the Global Notes. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Notes. GLOBAL CERTIFICATES A beneficial owner of Global Certificates holding such Certificates through DTC will be subject to U.S. withholding tax at a rate of 35% in the case of corporations and at a rate of 39.6% in the case of all other persons if such holder has an address outside of the U.S., unless (i) each clearing system, bank or other financial institution that holds customers' securities in the ordinary course of its business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner certifies that it is a U.S. Person and such certification is signed under penalties of perjury. A-4 NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLERS, THE SERVICER OR BY THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE SELLERS, THE SERVICER OR THE RECEIVABLES SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. - ------------------------------------------------------------ TABLE OF CONTENTS Summary of Terms.............................................. 1 Risk Factors.................................................. 12 The Trust..................................................... 16 The Receivables Pool.......................................... 18 Chase and Chase USA........................................... 33 The CIT Group/Sales Financing, Inc., Servicer................. 33 Use of Proceeds............................................... 36 Weighted Average Life of the Securities....................... 36 Pool Factors and Trading Information.......................... 46 Description of the Notes...................................... 46 Description of the Certificates............................... 50 Certain Information Regarding the Securities.............................................. 52 Description of the Transfer and Servicing Agreements.......... 57 Certain Legal Aspects of the Receivables...................... 74 Legal Investment.............................................. 77 Certain Federal Income Tax Consequences................................................ 77 Certain State Tax Consequences................................ 84 ERISA Considerations.......................................... 85 Underwriting.................................................. 87 Legal Matters................................................. 88 Index of Terms................................................ 89 Annex A....................................................... A-1
Until December , 1997 (90 days after the date of this Prospectus), all dealers effecting transactions in the Securities, whether or not participating in this distribution, may be required to deliver this Prospectus. This delivery requirement is in addition to the obligation of dealers to deliver this Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PROSPECTUS $897,395,285.54 CHASE MANHATTAN RV OWNER TRUST 1997-A $852,500,000.00 ASSET BACKED NOTES $ 44,895,285.54 ASSET BACKED CERTIFICATES CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION THE CHASE MANHATTAN BANK SELLERS THE CIT GROUP/ SALES FINANCING, INC. SERVICER UNDERWRITERS OF THE NOTES CHASE SECURITIES INC. BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO. SALOMON BROTHERS INC UNDERWRITER OF THE CERTIFICATES CHASE SECURITIES INC. SEPTEMBER , 1997 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Estimated expenses in connection with the offering of the Securities being registered hereunder (other than underwriting discounts and commissions) are estimated as follow: Registration Fee............................... $271,938 Legal Fees and Expenses........................ 175,000 Accounting Fees and Expenses................... 25,000 Blue Sky Fees and Expenses..................... 5,000 Rating Agency Fees............................. 280,000 Trustee's Fees and Expenses.................... 20,000 Printing ..................................... 75,000 Miscellaneous.................................. 62 -------- Total ...................................... $852,000 ======== Item 15. Indemnification of Directors and Officers. In addition to the indemnification provisions set forth below, directors and officers liability insurance policies presently exist that insure directors and officers of Chase Manhattan Bank USA, National Association, a national banking association having its principal executive offices in Wilmington, Delaware ("Chase USA") and The Chase Manhattan Bank, a New York banking corporation having its principal executive offices in New York, New York ("Chase"), their parent and certain of their subsidiaries. The policies cover losses for which Chase USA, Chase, their parent and certain of their subsidiaries shall be required or permitted by law to indemnify directors and officers and which result from claims made against such directors or officers based upon the commission of wrongful acts in the performance of their duties. The policies also cover losses that the directors or officers must pay as the result of claims brought against them based upon the commission of wrongful acts in the performance of their duties and for which they are not indemnified by Chase USA, Chase, their parent or any of those subsidiaries. The losses covered by the policies are subject to certain exclusions and do not include fines or penalties imposed by law or other matters deemed uninsurable under the law. The policies contain self-insured retention provisions. Pursuant to the terms of the Underwriting Agreements and an indemnification agreement among the Sellers, the Underwriters and CITSF, the Underwriters and CITSF, respectively, will agree to indemnify each controlling person, director and officer of the Sellers against certain liabilities under the Securities Act, or contribute to payments such persons may be required to make in respect thereof. Chase USA: Article TENTH of the Articles of Association of Chase USA ("Chase USA") provide that any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she is or was a director or officer of Chase USA or is or was serving at the request of Chase USA as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by Chase USA to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Chase USA to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in the second following paragraph with respect to proceedings to enforce rights to indemnification, Chase USA shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of Chase USA. The rights to indemnification described in the immediately preceding paragraph shall include the right to be paid by Chase USA the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to Chase USA of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under such Article TENTH or otherwise. The rights to indemnification and to the advancement of expenses described in the two preceding paragraphs are contract rights. If a claim under either of such paragraphs is not paid in full by Chase USA within sixty days after a written claim has been received by Chase USA (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against Chase USA to recover the unpaid amount of the claim. If successful in whole or in part in any such II-1 suit, or in a suit brought by Chase USA to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification under such Article TENTH (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and in any suit by Chase USA to recover an advancement of expenses pursuant to the terms of an undertaking, Chase USA shall be entitled to recover such expense upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of Chase USA (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by Chase USA (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met such applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses under such Article TENTH, or by Chase USA to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under such Article TENTH or otherwise shall be on Chase USA. Article TENTH of Chase USA's Articles of Association also provides that the foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which any person may be entitled under any statute, Articles of Association, by-law, agreement, or vote of stockholders or disinterested stockholders or otherwise. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation must indemnify a director or officer who has defended successfully, on the merits or otherwise, any proceeding against him or any claim, matter or issue therein, for reasonable expenses actually incurred in such defense. Article 7 of the Business Corporation Law of the State of New York, Sections 721 through 726, provides, under certain circumstances, for indemnification of directors and officers of a corporation who are made or threatened to be made, a party to an action or proceeding (other than one by or in the right of a corporation to procure a judgment in its favor), whether civil or criminal, by reason of their service as an officer or director of a corporation against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding or any appeal therein. Article 7 of the New York Business Corporation Law also provides that the statutory indemnification provisions are nonexclusive, but prohibits indemnification if a judgment or other final adjudication adverse to the director or officer of a corporation establishes that the officer's or director's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such director or officer personally gained in fact a financial profit or other advantage to which the officer or director was not legally entitled, or that would be inconsistent with the laws of the jurisdiction of incorporation (in the case of corporations formed under the laws of any jurisdiction other than New York), the corporation's certificate of incorporation, by-laws, resolutions or other proper corporate action or any court settlement. Chase: Article VII of Chase's By-Laws provides that Chase shall, to the fullest extent permitted by applicable law as then in effect, indemnify any person (the "indemnitee") who was or is involved in any manner (including, without limitation, as a party or a witness), or is threatened to be made so involved, in any threatened pending or completed investigation, claim, action, suit or proceeding, whether civil, administrative or investigative (including, without limitation, any action , suit or proceeding by or in the right of Chase to procure a judgment in its favor) (a "proceeding") by reason of the fact that he is or was a director, officer, employee or agent of Chase, or is or was serving at the request of Chase as a director, officer or employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all expense (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such proceeding. Article VII provides that the foregoing indemnification shall be a contract right and shall include the right to receive payment in advance of any expenses incurred by the indemnitee in connection with such proceeding, consistent with the provisions of applicable law as then in effect. Article VII further provides that Chase may enter into contracts with any director, officer, employee or agent of Chase in furtherance of the provisions thereof and may create a trust fund, grant a security interest or use other means (including, without limitation a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification under Article VII. Article VII expressly provides that the right of indemnification and advancement of expenses thereunder shall not be exclusive of any other rights to which a person seeking indemnification may otherwise be entitled, under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. II-2 Item 16. Exhibits.
(a) Exhibits: 1.1(A) -- Note Underwriting Agreement (Notes). 1.1(B) -- Certificate Underwriting Agreement (Certificates). 3.1(A) -- Articles of Association of Chase USA. 3.1(B) -- Restated Organization Certificate of Chase. 3.2(A) -- By-laws of Chase USA. 3.2(B) -- By-laws of Chase. 4.1 -- Sale and Servicing Agreement. 4.2 -- Indenture. 4.3(A) -- Certificate of Trust. 4.3(B) -- Amended and Restated Trust Agreement. 4.4(A) -- Chase Administration Agreement. 4.4(B) -- CITSF Administration Agreement. 5.1 -- Opinion of Simpson Thacher & Bartlett with respect to legality. 8.1 -- Opinion of Simpson Thacher & Bartlett with respect to U.S. federal tax matters. 8.2 -- Opinion of Crowe & Dunlevy, P.C. with respect to Oklahoma state tax matters. 10.1 -- Amended and Restated Servicing Agreement. 23.1 -- Consent of Simpson Thacher & Bartlett (included as part of Exhibit 5.1). 23.2 -- Consent of Simpson Thacher & Bartlett (included as part of Exhibit 8.1). 24.1(A) -- Powers of Attorney of directors and officers of Chase USA.* 24.1(B) -- Powers of Attorney of directors and officers of Chase.* 25.1 -- Statement of Eligibility of Trustee on Form T-1.**
* Previously filed ** Exhibit 7 to Form T-1 filed herewith was filed in paper pursuant to a continuing hardship exemption. (b) Financial Statements: Not applicable. Item 17. Undertakings. The undersigned Registrant hereby undertakes that: (a) That, for purposes of determining any liability under the Act, each filing of a Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of a employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) with respect to any Trust that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) To provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser. (c) That, insofar as indemnification for liabilities arising under the Act may be permitted to directors, offices and controlling persons of a Registrant pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) (1) That, for purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of the registration statement as of the time it was declared effective. (2) That, for the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES FOR CHASE USA Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on September 17, 1997. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION By: /s/ Keith Schuck ----------------------------------------- Keith Schuck Controller Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed on September 17, 1997 by the following persons in the capacities indicated. Signature Title - --------- ----- * Chairman of the Board and Director - ------------------------------ and Chief Executive Officer Donald L. Boudreau * President and Director - ------------------------------ Michael J. Barrett * Director - ------------------------------ Luke S. Hayden * Director - ------------------------------ John J. Hehir, Jr. * Director - ------------------------------ William H. Hoefling * Director - ------------------------------ Kevin T. Hurley * Director - ------------------------------ Thomas Jacob * Director - ------------------------------ John M. Nuzum, Jr. /s/ Keith Schuck Controller (Principal Accounting - ------------------------------ Officer and Principal Financial Officer) Keith Schuck * Director - ------------------------------ Michael Urkowitz * The undersigned, by signing his name hereto, does hereby sign this Amendment No. 1 to Registration Statement on behalf of the above-indicated directors and officers of the Registrant pursuant to powers of attorney signed by such officers and directors. By: /s/ Keith Schuck ------------------------------ Keith Schuck Attorney-in-Fact RV II-6 SIGNATURES FOR CHASE Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 17, 1997. THE CHASE MANHATTAN BANK By: /s/ Deborah L. Duncan ----------------------------- Deborah L. Duncan Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed on September 17, 1997 by the following persons in the capacities indicated. Signature Title - --------- ----- * Chairman of the Board and Director - ------------------------------ and Chief Executive Officer Walter V. Shipley * Director - ------------------------------ Frank A. Bennack Jr. * Director - ------------------------------ Susan V. Berresford * Director - ------------------------------ M. Anthony Burns Director - ------------------------------ H. Laurance Fuller * Director - ------------------------------ Melvin R. Goodes * Director - ------------------------------ William H. Gray, III * Director - ------------------------------ George V. Grune * Director and Vice Chairman of the Board - ------------------------------ William B. Harrison Jr. * Director - ------------------------------ Harold S. Hook * Director - ------------------------------ Helene L. Kaplan * Director, President and Chief - ------------------------------ Operating Officer Thomas G. Labrecque * Director - ------------------------------ Henry B. Schacht * Controller (Principal Accounting - ------------------------------ Officer) Joseph L. Sclafani * The undersigned, by signing his name hereto, does hereby sign this Amendment No. 1 to Registration Statement on behalf of the above-indicated directors and officers of the Registrant pursuant to powers of attorney signed by such officers and directors. By: /s/ Deborah L. Duncan ------------------------------ Deborah L. Duncan Attorney-in-Fact RV II-5 SIGNATURES FOR CHASE Signature Title - --------- ----- * Director - ------------------------------ Andrew C. Sigler * Director - ------------------------------ John R. Stafford * Executive Vice President - ------------------------------ (Principal Financial Officer) Peter J. Tobin * Director - ------------------------------ Marina v.N. Whitman * The undersigned, by signing his name hereto, does hereby sign this Amendment No. 1 to Registration Statement on behalf of the above-indicated directors and officers of the Registrant pursuant to powers of attorney signed by such officers and directors. By: /s/ Deborah L. Duncan ------------------------------ Deborah L. Duncan Attorney-in-Fact RV II-6 INDEX TO EXHIBITS
Exhibit Sequentially Number Exhibit Numbered Page - ------ ------- ------------- 1.1(A) -- Note Underwriting Agreement. 1.1(B) -- Certificate Underwriting Agreement. 3.1(A) -- Articles of Association of Chase USA. 3.1(B) -- Restated Organization Certificate of Chase. 3.2(A) -- By-laws of Chase USA. 3.2(B) -- By-laws of Chase. 4.1 -- Sale and Servicing Agreement. 4.2 -- Indenture. 4.3(A) -- Certificate of Trust. 4.3(B) -- Amended and Restated Trust Agreement. 4.4(A) -- Chase Administration Agreement. 4.4(B) -- CITSF Administration Agreement. 5.1 -- Opinion of Simpson Thacher & Bartlett with respect to legality. 8.1 -- Opinion of Simpson Thacher & Bartlett with respect to federal tax matters. 8.2 -- Opinion of Crowe & Dunlevy, P.C. with respect to Oklahoma state tax matters. 10.1 -- Amended and Restated Servicing Agreement. 23.1 -- Consent of Simpson Thacher & Bartlett (included as part of Exhibit 5.1). 23.2 -- Consent of Simpson Thacher & Bartlett (included as part of Exhibit 8.1). 24.1(A) -- Powers of Attorney of directors and officers of Chase USA.* 24.1(B) -- Powers of Attorney of directors and officers of Chase.* 25.1 -- Statement of Eligibility of Trustee on Form T-1.**
- ---------- * Previously filed. ** Exhibit 7 to Form T-1 filed herewith was filed in paper pursuant to a continuing hardship exemption. RV II-7 EX-1.1(A) 2 NOTE UNDERWRITING AGREEMENT OH&S DRAFT 9/17/97 CHASE MANHATTAN RV OWNER TRUST 1997-A ASSET BACKED NOTES CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, and THE CHASE MANHATTAN BANK, Sellers THE CIT GROUP/SALES FINANCING, INC., Servicer NOTE UNDERWRITING AGREEMENT September __, 1997 Chase Securities Inc., As Representative of the Several Underwriters, 270 Park Avenue New York, NY 10017 Ladies and Gentlemen: 1. Introductory. Chase Manhattan Bank USA, National Association ("Chase USA"), a national banking association and The Chase Manhattan Bank ("Chase"), a New York banking corporation (each, a "Bank", and together referred to herein as the "Banks"), propose to form Chase Manhattan RV Owner Trust 1997-A (the "Trust") to sell $59,500,000 aggregate principal amount of Class A-1 _____% Asset Backed Notes (the "Class A-1 Notes"), $119,000,000 aggregate principal amount of Class A-2 _____% Asset Backed Notes (the "Class A-2 Notes"), $113,000,000 aggregate principal amount of Class A-3 _____% Asset Backed Notes (the "Class A-3 Notes"), $73,000,000 aggregate principal amount of Class A-4 _____% Asset Backed Notes (the "Class A-4 Notes"), $132,000,000 aggregate principal amount of Class A-5 _____% Asset Backed Notes (the "Class A-5 Notes"), $88,000,000 aggregate principal amount of Class A-6 _____% Asset Backed Notes (the "Class A-6 Notes"), $57,000,000 aggregate principal amount of Class A-7 _____% Asset Backed Notes (the "Class A-7 Notes"), $85,000,000 aggregate principal amount of Class A-8 _____% Asset Backed Notes (the "Class A-8 Notes"), $61,000,000 aggregate principal amount of Class A-9 _____% Asset Backed Notes (the "Class A-9 Notes") and $65,000,000 aggregate principal amount of Class A-10 _____% Asset Backed Notes (the "Class A-10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes, Class A-9 Notes and the Class A-10 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used recreational vehicles (the "Financed Vehicles") and certain monies received or due thereunder after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust by the Banks, and serviced by The CIT Group/Sales Financing, Inc. ("CITSF") and in its capacity as Servicer, the "Servicer"), or by a successor Servicer. The Pool Balance of the Receivables as of the close of business on September 1, 1997 (the "Cutoff Date") was equal to $897,395,285.54 (the "Cutoff Date Pool Balance"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Norwest Bank Minnesota, National Association, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $44,895,285.54 aggregate principal amount of _____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Banks and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Banks and Chase Securities Inc. The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, and the Banks, as Sellers, and the Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Banks by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom Chase Securities Inc. is acting as representative (the "Representative"). 2. Representations and Warranties of the Banks. Each Bank represents and warrants to, and agrees with, the Underwriters, that: 2 (a) A registration statement on Form S-3 (No. 333-32263), including a form of prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in the registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430A Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3 have been satisfied with respect to the Registration Statement. (b) The Banks propose to file with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations a final prospectus relating to the sale of the Securities. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Banks have advised the Representative, prior to such time, will be included or made therein. "Preliminary Prospectus" means each prospectus included in the Registration Statement, or amendments thereof, before it became effective under the Act, any prospectus filed with the Commission by the Banks pursuant to Rule 424(a) and the prospectus included in the Registration Statement on the date the Registration Statement became effective. (c) The Registration Statement, at the time it became effective, did, and the Prospectus, at the time the Prospectus is 3 first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), will, comply in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations. At the time the Registration Statement became effective, it did not include any untrue statement of a material fact or, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the date of the filing of the Prospectus pursuant to Rules 430A and 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Bank makes no representation or warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to either Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) In the case of Chase USA, such Bank is a national banking association organized under the laws of the United States, and in the case of Chase, such Bank is a New York banking corporation, in each case, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivables being transferred by such Bank to the Trust. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Banks to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to either Bank or the Trust or in the event of any moratorium or similar occurrence affecting either Bank or the Trust and to general principles of equity. (f) The direction by such Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by such Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Banks to Chase Securities Inc. pursuant to the Certificate 4 Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by such Bank of this Agreement, the Certificate Underwriting Agreement, and the Basic Documents to which such Bank is a party, and the consummation by such Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by such Bank by all necessary action on the part of such Bank; and neither the execution and delivery by such Bank of such instruments, nor the performance by such Bank of the transactions herein or therein contemplated, nor the compliance by such Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the charter or by-laws of such Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Bank or the properties of such Bank, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which such Bank is a party or by which such Bank is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of such Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of such Bank, enforceable against such Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Bank or in the event of any moratorium or similar occurrence affecting such Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions) required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which such Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. 5 (j) As of the Closing Date, the representations and warranties of such Bank in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by such Bank. 3. Purchase, Sale, Payment and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Chase USA agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from Chase USA, (a) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-5 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (f) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-6 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (g) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-7 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (h) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-8 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (i) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-9 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (j) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-10 Notes set forth opposite the name of such Underwriter in Schedule I hereto, plus, in each case, accrued interest at the applicable Interest Rate from September 1, 1997 to but excluding the Closing Date. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Chase agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from Chase, (a) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (b) at a purchase price of _________% of the principal amount thereof, the principal amount 6 of the Class A-2 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (c) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (d) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (e) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-5 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (f) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-6 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (g) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-7 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (h) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-8 Notes set forth opposite the name of such Underwriter in Schedule II hereto, (i) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-9 Notes set forth opposite the name of such Underwriter in Schedule II hereto and (j) at a purchase price of _________% of the principal amount thereof, the principal amount of the Class A-10 Notes set forth opposite the name of such underwriter in Schedule II hereto, plus, in each case, accrued interest at the applicable Interest Rate from September 1, 1997 to but excluding the Closing Date. Each Bank will deliver the Notes being sold by it hereunder to the Representative for the respective accounts of the Underwriters against payment of the purchase price in immediately available funds drawn to the order of ____________ on behalf of the Banks at the offices of Orrick, Herrington & Sutcliffe LLP in New York, New York at 10:00 a.m., New York City time, on September __, 1997 or at such other time not later than seven full business days thereafter as the Representative and the Banks determine, such time being herein referred to as the "Closing Date." The Notes of each class to be so delivered will be initially represented by one or more definitive Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") and will be made available for inspection by the Representative at the office where delivery and payment for such Notes is to take place no later than 1:00 p.m., New York City time, on the Business Day prior to the Closing Date. 4. Offering by the Underwriters. It is understood that the Underwriters propose to offer the Notes for sale to the public (which may include selected brokers and dealers) as set forth in the Prospectus. 5. Covenants of the Banks. Each Bank covenants and agrees with the Underwriters that: 7 (a) Such Bank will file the Prospectus with the Commission pursuant to Rule 424(b)(1) or 424(b)(4), as applicable, of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), such Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; such Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as such Bank is advised thereof, and such Bank will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, such Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Such Bank will furnish to the Representative copies of the Registration Statement, as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith and each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, in each case as soon as available and in such quantities as the Representative may reasonably request. 8 (d) Such Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Cedel Bank, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither any such Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) [Reserved] (f) So long as any of the Notes is outstanding, such Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by such Bank to the Noteholders, (B) all documents filed, or caused to be filed, by such Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of such Bank concerning the Trust and any other information concerning such Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, such Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables transferred by such Bank to the Trust, and from and after the Closing Date neither such Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Moody's, Standard & Poor's and/or Duff & Phelps is conditional upon the furnishing of documents or the taking of any other actions by such Bank agreed upon on or prior to the Closing Date, such Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither such Bank nor any trust originated, directly or indirectly, by such Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to recreational vehicle installment sale contracts or purchase money loans. 9 6. Payment of Expenses. The Banks will pay all expenses incident to the performance of their respective obligations under this Agreement, including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the Indenture Trustee's and Owner Trustee's acceptance fee and the reasonable fees and disbursements of the counsel to the Indenture Trustee and counsel to the Owner Trustee, (iii) the fees and disbursements of Price Waterhouse LLP and Arthur Andersen, (iv) the fees of the Rating Agencies and (v) blue sky expenses; provided, however, that the Underwriters may reimburse the Banks for certain expenses incurred by the Banks as agreed to by the Underwriters and the Banks. 7. Conditions to the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Banks herein on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Banks made pursuant to the provisions hereof, to the performance by the Banks of their respective obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date hereof, the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of each of Price Waterhouse LLP and Arthur Andersen verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming the Procedures Letter and providing additional comfort on such new data. (b) The Prospectus shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of any of the Banks, The Chase Manhattan Corporation, CITSF or The CIT Group Holdings, Inc. which, in the reasonable judgment of the Representative, materially impairs the investment 10 quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of any of the Banks or The Chase Manhattan Corporation, on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of Simpson Thacher & Bartlett, special counsel to the Banks, Richards, Layton & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of Simpson Thacher & Bartlett, special counsel to the Banks, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers from each Bank to the Trust of its Receivables, with respect to the perfection of the Trust's interest in the Receivables transferred by hase and with respect to the grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of Richards, Layton & Finger, special counsel to the Trust, with respect to the perfection of the Trust's interest in the Receivables transferred by Chase USA and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from Schulte Roth & Zabel, counsel to the Servicer, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to corporate and securities law matters. 11 (g) The Representative shall have received from Orrick, Herrington & Sutcliffe LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to the validity of the Notes, the Registration Statement, the Prospectus (including certain matters relating to the transfer to the Trust of security interests in California Financed Vehicles) and other related matters as the Representative may require, and the Banks shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (h) The Representative shall have received an opinion of Simpson Thacher & Bartlett, special U.S. tax counsel to the Banks, dated the Closing Date and reasonably satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (i) The Representative shall have received form Crowe & Dunlevy, P.C., special Oklahoma tax counsel to the Banks, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction covered by this Agreement. (j) The Representative shall have received an opinion of Dorsey & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of Richards, Layton & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by Moody's and "D-1" by Duff & Phelps. The Notes other than the Class A-1 Notes shall have been rated "A" by Standard & Poor's, 12 A3 by Moody's and "A" by Duff & Phelps. The Certificates shall have been rated "A" by Standard & Poor's, A3 by Moody's or "A+" by Duff & Phelps; (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of each Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of such Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) such Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of such Bank, as Seller, in the Sale and Servicing Agreement and, as Depositor in the Trust Agreement are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission and (v) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; (l) On the Closing Date, $44,895,285.54 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement; and (m) CITSF, the Banks and the Representative on behalf of the Note Underwriters shall have entered into an Indemnification Agreement (the "Indemnification Agreement") satisfactory in form and substance to the parties thereto. Each Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. 8. Indemnification. (a) The Banks jointly and severally will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus, the Registration Statement, the Prospectus (other than any market making 13 prospectus) or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that (i) the Banks shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made (A) in the Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to either Bank by any Underwriter through the Representative expressly for use therein or (B) in the CITSF Information (as defined in the Indemnification Agreement) contained in the Preliminary Prospectus, the Registration Statement or the Prospectus and (ii) such indemnity with respect to the Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling any such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented). (b) Each Underwriter severally agrees to indemnify and hold harmless each Bank, the directors, the officers or agents of each Bank who signed the Registration Statement, and each person, if any, who controls each Bank within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Prospectus, the Registration Statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to either Bank by such Underwriter through the Representative expressly for use in the Preliminary Prospectus, the Registration Statement or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give prompt notice to the indemnifying party of any action commenced against the indemnified party in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have hereunder or otherwise, other than on account of this indemnity agreement. In case any such action shall be brought against an indemnified party and it shall have notified the 14 indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party with respect to such action), and it being understood that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys, and, after notice from the indemnifying party to the indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party under subsections (a) or (b) of this Section 8 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (d) The obligations of each Bank under this Section 8 shall be in addition to any liability which such Bank may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and each Underwriter's obligations under this Section 8 shall be in addition to any liability which such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Bank and to each person, if any, who controls each Bank within the meaning of Section 15 of the Act. 9. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 8 is for any reason held to be unavailable other than in accordance with its terms, the Banks and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Banks or the Underwriters, as incurred, in such proportions so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount and commissions bear to the initial public offering price appearing thereon and the Banks are responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter, and each director of each Bank, each officer or agent of each Bank who signed the Registration Statement, and each person, if any, who controls each Bank within the meaning of Section 15 of the Act shall have the same rights to contribution as such Bank. 15 10. Default of Underwriters. If any Underwriter defaults in its obligations to purchase Notes hereunder and the aggregate principal amount of the Notes that such defaulting Underwriter agreed but failed to purchase does not exceed 10% of the total principal amount of Notes, the Representative may make arrangements satisfactory to the Banks for the purchase of such Notes by other persons, including the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter agreed but failed to purchase. If any Underwriter so defaults and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representative and the Banks for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Banks, except as provided in Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default. 11. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Banks or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriters, the Banks or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If for any reason the purchase of the Notes by the Underwriters is not consummated, each Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 and the respective obligations of each Bank and the Underwriters pursuant to Section 8 and 9 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c), the Banks will reimburse each Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. 12. Notices. All communications hereunder will be in writing and, if sent to the Representative or the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representative at Chase Securities Inc., 270 Park Avenue, 7th Floor, New York, New York 10017, Attention: Asset Backed Finance Division, or, if sent to the Banks, will be mailed, delivered, or telegraphed and confirmed to (i) Chase Manhattan Bank USA, National Association, 802 Delaware Avenue, Wilmington, Delaware 19801, Attention:_____________________ and (ii) The Chase 16 Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention: _____________. 13. Successors. This Agreement will inure to the benefit of, and be binding upon, the parties hereto and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15. No Bankruptcy Petition. Each Underwriter covenants and agrees that, prior to the date which is one year and one day after the payment in full of all securities issued by the Trust, it will not institute against, or join any other person in instituting against, the Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any Federal or state bankruptcy or similar law. 16. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 17 If the foregoing is in accordance with the Representative's understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Banks and the several Underwriters in accordance with its terms. Very truly yours, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION By ------------------------------- Name: Title: THE CHASE MANHATTAN BANK By ------------------------------- Name: Title: The foregoing Note Underwriting Agreement is hereby confirmed and accepted as of the date first written above: CHASE SECURITIES INC. on behalf of itself and as Representative of the Several Underwriters, named in Schedule I By -------------------------------------- Name: Title: SCHEDULE I
Principal Amount of Principal Amount of Principal Amount of Principal Amount of Principal Amount of Underwriter Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class A-5 Notes - ----------- ------------------- ------------------- ------------------- ------------------- ------------------- -------- -------- -------- -------- -------- Total Principal Amount of Principal Amount of Principal Amount of Principal Amount of Principal Amount of Underwriter Class A-6 Notes Class A-7 Notes Class A-8 Notes Class A-9 Notes Class A-10 Notes - ----------- ------------------- ------------------- ------------------- ------------------- ------------------- -------- -------- -------- -------- -------- Total
19 SCHEDULE II
Principal Amount of Principal Amount of Principal Amount of Principal Amount of Principal Amount of Underwriter Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class A-5 Notes - ----------- ------------------- ------------------- ------------------- ------------------- ------------------- -------- -------- -------- -------- -------- Total Principal Amount of Principal Amount of Principal Amount of Principal Amount of Principal Amount of Underwriter Class A-6 Notes Class A-7 Notes Class A-8 Notes Class A-9 Notes Class A-10 Notes - ----------- ------------------- ------------------- ------------------- ------------------- ------------------- -------- -------- -------- -------- -------- Total
20 EX-1.1(B) 3 CERTIFICATE UNDERWRITING AGREEMENT OH&S DRAFT 9/17/97 CHASE MANHATTAN RV OWNER TRUST 1997-A ASSET BACKED CERTIFICATES CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, and THE CHASE MANHATTAN BANK, Sellers THE CIT GROUP/SALES FINANCING, INC., Servicer CERTIFICATE UNDERWRITING AGREEMENT September __, 1997 Chase Securities Inc. 270 Park Avenue New York, NY 10017 Ladies and Gentlemen: 1. Introductory. Chase Manhattan Bank USA, National Association ("Chase USA"), a national banking association, and The Chase Manhattan Bank ("Chase"), a New York banking corporation (each, a "Bank", and together the "Banks"), propose to form Chase Manhattan RV Owner Trust 1997-A (the "Trust") to sell $44,895,285.54 aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used recreational vehicles (the "Financed Vehicles") and certain monies received or due thereunder on and after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by The CIT Group/Sales Financing, Inc. ("CITSF," and in its capacity as Servicer, the "Servicer"), or by a successor Servicer. The Pool Balance of the Receivables as of the close of business on September 1, 1997 (the "Cutoff Date") was equal to $897,395,285.54 (the "Cutoff Date Pool Balance"). The Certificates will be issued pursuant to the Trust Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Banks and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $59,500,000 aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $119,000,000 aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $113,000,000 aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes"), $73,000,000 aggregate principal amount of Class A-4 ___% Asset Backed Notes (the "Class A-4 Notes"), $132,000,000 aggregate principal amount of Class A-5 _____% Asset Backed Notes (the "Class A-5 Notes"), $88,000,000 aggregate principal amount of Class A-6 _____% Asset Backed Notes (the "Class A-6 Notes"), $57,000,000 aggregate principal amount of Class A-7 _____% Asset Backed Notes (the "Class A-7 Notes"), $85,000,000 aggregate principal amount of Class A-8 _____% Asset Backed Notes (the "Class A-8 Notes"), $61,000,000 aggregate principal amount of Class A-9 _____% Asset Backed Notes (the "Class A-9 Notes") and $65,000,000 aggregate principal amount of Class A-10 _____% Asset Backed Notes (the "Class A-10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes, Class A-9 Notes and the Class A-10 Notes, the "Notes"), pursuant to the Indenture to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Indenture"), among the Banks and Norwest Bank Minnesota, National Association, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Banks and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Banks, as Sellers, and the Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Banks by Chase Securities Inc. (the "Underwriter"). 2 2. Representations and Warranties of the Banks. Each Bank represents and warrants to, and agrees with, the Underwriter, that: (a) A registration statement on Form S-3 (No. 333- 32263) including a form of prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in such registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430 Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement. (b) The Banks propose to file with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations a final prospectus relating to the sale of the Securities. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Banks have advised the Underwriter, prior to such time, will be included or made therein. "Preliminary Prospectus" means each prospectus included in the Registration Statement, or amendments thereof, before it became effective under the Act, any prospectus filed with the Commission by the Banks pursuant to Rule 424(a) and the prospectus included in the Registration 3 Statement on the date the Registration Statement became effective; (c) The Registration Statement, at the time it became effective, did, and the Prospectus, at the time the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), will, comply in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations. At the time the Registration Statement became effective, it did not include any untrue statement of a material fact or, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the date of the filing of the Prospectus pursuant to Rules 430A and 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Bank makes no representation or warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to either Bank by or on behalf of the Underwriter through the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) In the case of Chase USA, such Bank is a national banking association organized under the laws of the United States, and in the case of Chase, such Bank is a New York banking corporation, in each case, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, and sell the Receivables being transferred by such Bank to the Trust; (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Banks to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to either Bank or the Trust or in the event of any moratorium or similar occurrence affecting either Bank or the Trust and to general principles of equity; 4 (f) The direction by such Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by such Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Banks to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement; (g) The execution, delivery and performance by such Bank of this Agreement, the Note Underwriting Agreement, and the Basic Documents to which such Bank is a party, and the consummation by such Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by such Bank by all necessary action on the part of such Bank; and neither the execution and delivery by such Bank of such instruments, nor the performance by such Bank of the transactions herein or therein contemplated, nor the compliance by such Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the charter or by-laws of such Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Bank or the properties of such Bank, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which such Bank is a party or by which such Bank is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of such Bank to consummate such transactions; (h) When executed and delivered by the parties thereto, such of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of such Bank, enforceable against such Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Bank or in the event of any moratorium or similar occurrence affecting such Bank and to general principles of equity; (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of 5 various jurisdictions) if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which such Bank is a party has been or will be taken or obtained on or prior to the Closing Date; (j) As of the Closing Date, the representations and warranties of such Bank, in the Trust Agreement will be true and correct; (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by such Bank; 3. Purchase, Sale, Payment and Delivery of the Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Chase USA agree to sell to the Underwriter, and the Underwriter agrees, to purchase from Chase USA, at a purchase price of ________% of the face amount thereof, $44,895,285.54 principal amount of the Certificates plus accrued interest at the Certificate Rate from September 1, 1997 to but excluding the Closing Date. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Chase agrees to sell to the Underwriter, and the Underwriter agrees, to purchase from Chase, at a purchase price of ________% of the face amount thereof, $44,895,285.54 principal amount of the Certificates plus accrued interest at the Certificate Rate from September 1, 1997 to but excluding the Closing Date. Each Bank will deliver the Certificates being sold by it hereunder to the Underwriter against payment of the purchase price in immediately available funds drawn to the order of ______________ on behalf of the Banks at the offices of Orrick, Herrington & Sutcliffe LLP in New York, New York at 10:00 a.m., New York City time, on September 1, 1997 or at such other time not later than seven full business days thereafter as the Underwriter and the Banks determine, such time being herein referred to as the "Closing Date." The Certificates to be so delivered will be initially represented by one or more definitive Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), except for a Certificate registered in the name of Chase Securities Inc. in an amount of $___.__, and will be made available for inspection by the Underwriter at the office where delivery and payment for such Certificates is to take place no later than 1:00 p.m., New York City time, on the Business Day prior to the Closing Date. 4. Offering by the Underwriter. It is understood that the Underwriter proposes to offer the Certificates for sale to the public (which may include selected brokers and dealers) as set forth in the Prospectus. 6 5. Covenants of the Banks. Each Bank covenants and agrees with the Underwriter that: (a) Such Bank will file the Prospectus with the Commission pursuant to Rule 424(b)(1) or 424(b)(4) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. During any period that a prospectus relating to the Certificates is required under the Act to be delivered to purchasers of the Certificates by the underwriters and dealers participating in the initial offering and sale of the Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by the Underwriter pursuant to the Act) (a "prospectus delivery period"), such Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriter, and, if the Underwriter shall have reasonably objected thereto promptly after receipt thereof; such Bank will promptly advise the Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as such Bank is advised thereof, and such Bank will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, such Bank promptly will prepare and file with the Commission (subject to the Underwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Such Bank will furnish to the Underwriter copies of the Registration Statement, as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith and each Preliminary Prospectus, the Prospectus and any amended or 7 supplemented Prospectus; in each case as soon as available and in such quantities as the Underwriter may reasonably request. (d) Such Bank will cooperate with the Underwriter in arranging for the qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Certificates; provided, however, that neither any such Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) [Reserved] (f) So long as any of the Certificates is outstanding, such Bank will furnish to the Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by such Bank to the Certificateholders, (B) all documents filed, or caused to be filed, by such Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of such Bank concerning the Trust and any other information concerning such Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Underwriter may reasonably request. (g) On or before the Closing Date, such Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of such Receivables transferred by such Bank to the Trust, and from and after the Closing Date neither such Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Certificates by Moody's, Standard & Poor's and/or Duff & Phelps is conditional upon the furnishing of documents or the taking of any other actions by such Bank agreed upon on or prior to the Closing Date, such Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Underwriter, neither such Bank nor any trust originated, directly or indirectly, by such Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, 8 receivables generated pursuant to recreational vehicle installment sale contracts or purchase money loans. 6. Payment of Expenses. The Banks will pay all expenses incident to the performance of their respective obligations under this Agreement, including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the Indenture Trustee's and Owner Trustee's acceptance fee and the reasonable fees and disbursements of the counsel to the Indenture Trustee and counsel to the Owner Trustee, (iii) the fees and disbursements of Price Waterhouse LLP and Arthur Andersen, (iv) the fees of the Rating Agencies and (v) blue sky expenses; provided, however, that the Underwriter may reimburse the Banks for certain expenses incurred by the Banks as agreed to by the Underwriter and the Banks. 7. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Banks herein on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Banks made pursuant to the provisions hereof, to the performance by the Banks of their respective obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date hereof the Underwriter shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of each of Price Waterhouse LLP and Arthur Andersen verifying the accuracy of such financial and statistical data contained in the Prospectus as the Underwriter shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Underwriter shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data; (b) The Prospectus shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of any of the Banks, The Chase Manhattan Corporation, CITSF or The CIT Group Holdings, Inc. which, in the reasonable judgment of the Underwriter, 9 materially impairs the investment quality of the Certificates or makes it impractical to market the Certificates; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of any of the Banks or The Chase Manhattan Corporation, on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by Federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Certificates; (d) The Underwriter shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Underwriter, of Simpson Thacher & Bartlett, special counsel to the Banks, Richards, Layton & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (e) The Underwriter shall have received an opinion or opinions of Simpson Thacher & Bartlett, special counsel to the Banks, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to certain matters relating to the transfers from each Bank to the Trust of its Receivables, with respect to the perfection of the Trust's interest in the Receivables transferred by Chase and with respect to the grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of Richards, Layton & Finger, Special Counsel to the Trust, with respect to the perfection of the Trust's interest in the Receivables transferred by Chase USA and the Indenture Trustee's interests in the Receivables; (f) The Underwriter shall have received from Schulte Roth & Zabel, counsel to the Servicer, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to corporate and securities law matters. (g) The Underwriter shall have received from Orrick, Herrington & Sutcliffe LLP, counsel to the 10 Underwriter, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to the validity of the Certificates, the Registration Statement, the Prospectus (including certain matters relating to the transfer to the Trust of security interests in California Financed Vehicles) and other related matters as the Underwriter may require, and the Banks shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; (h) The Underwriter shall have received an opinion of Simpson Thacher & Bartlett, special U.S. tax counsel to the Banks, dated the Closing Date and reasonably satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (i) The Underwriter shall have received form Crowe & Dunlevy, P.C., special Oklahoma tax counsel to the Banks, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction covered by this Agreement. (j) The Underwriter shall have received an opinion of Dorsey & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter with respect to such matters as are customary for the transactions contemplated by this Agreement; In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (k) The Underwriter shall have received an opinion of counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Underwriter and its counsel, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (l) The Certificates have been rated at least "A" by Standard & Poor's, A3 by Moody's or "A+" by Duff & Phelps. The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by Moody's and "D-1" by Duff & Phelps. The Notes other than the Class A-1 Notes shall have been rated "A" by Standard & Poor's, A3 by Moody's and "A" by Duff & Phelps; 11 (m) The Underwriter shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of each Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of such Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) that such Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of such Bank, as Seller, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission and (v) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; (n) On the Closing Date, all of the Notes shall have been issued and sold pursuant to the Note Underwriting Agreement; and (o) CITSF, the Banks and the Underwriter on behalf of the Note Underwriters shall have entered into an Indemnification Agreement (the "Indemnification Agreement") satisfactory in form and substance to the parties thereto. Each Bank will furnish the Underwriter, or cause the Underwriter to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Underwriter reasonably requests. 8. Indemnification. (a) The Banks jointly and severally will indemnify and hold harmless the Underwriter against any losses, claims, damages or liabilities, to which the Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus, the Registration Statement, the Prospectus (other than any market making prospectus) or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will 12 reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim; provided, however, that (i) the Banks shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made (A) in Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to either Bank by the Underwriter expressly for use therein or (B) in the CITSF Information (as defined in the Indemnification Agreement) contained in the Preliminary Prospectus, the Registration Statement or the Prospectus and (ii) such indemnity with respect to the Preliminary Prospectus shall not inure to the benefit of the Underwriter (or any person controlling any the Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Certificates which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) at or prior to the confirmation of the sale of such Certificates to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented). (b) The Underwriter agrees to indemnify and hold harmless each Bank, the directors, the officers or agents of each Bank who signed the Registration Statement, and each person, if any, who controls each Bank within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Prospectus, the Registration Statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to either Bank by the Underwriter expressly for use in the Preliminary Prospectus, the Registration Statement or the Prospectus (or any amendment or supplement). (c) Each indemnified party shall give prompt notice to the indemnifying party of any action commenced against the indemnified party in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have hereunder or otherwise, other than on account of this indemnity agreement. In case any such action shall be brought against an indemnified party and it shall have notified the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to 13 the indemnifying party with respect to such action), and it being understood that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys, and, after notice from the indemnifying party to the indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party under subsections (a) or (b) of this Section 8 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (d) The obligations of each Bank under this Section 8 shall be in addition to any liability which such Bank may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Underwriter within the meaning of the Act; and the Underwriter's obligations under this Section 8 shall be in addition to any liability which the Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Bank and to each person, if any, who controls each Bank within the meaning of Section 15 of the Act. 9. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 8 is for any reason held to be unavailable other than in accordance with its terms, the Banks and the Underwriter shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Banks or the Underwriter, as incurred, in such proportions so that the Underwriter is responsible for that portion represented by the percentage that the underwriting discount and commissions bear to the initial public offering price appearing thereon and the Banks are responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriter, and each director of each Bank, each officer or agent of each Bank who signed the Registration Statement, and each person, if any, who controls each Bank within the meaning of Section 15 of the Act shall have the same rights to contribution as such Bank. 10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Banks or their respective officers and of the Underwriter set forth in or 14 made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriter, each Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Certificates. If for any reason the purchase of the Certificates by the Underwriter is not consummated, each Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 and the respective obligations of the Banks and the Underwriter pursuant to Section 5, 6, 8 and 9 shall remain in effect. If the purchase of the Certificates by the Underwriter is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c), the Banks will reimburse the Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Certificates. 11. Notices. All communications hereunder will be in writing and, if sent to the Underwriter, will be mailed, delivered or telegraphed and confirmed to the Underwriter at Chase Securities Inc., 270 Park Avenue, 7th Floor, New York, New York 10017, Attention: Asset Backed Finance Division, or, if sent to the Banks, will be mailed, delivered, or telegraphed and confirmed to (i) Chase Manhattan Bank USA, National Association, 802 Delaware Avenue, Wilmington, Delaware 19801, Attention: ______ and (ii) The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention: ___________. 12. Successors. This Agreement will inure to the benefit of, and be binding upon, the parties hereto and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Certificates from the Underwriter shall be deemed to be a successor by reason merely of such purchase. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15 14. No Bankruptcy Petition. The Underwriter covenants and agrees that, prior to the date which is one year and one day after the payment in full of all securities issued by the Trust, it will not institute against, or join any other person in instituting against, the Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy or similar law. 15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 16 If the foregoing is in accordance with the Underwriter's understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Banks and the Underwriter in accordance with its terms. Very truly yours, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION By --------------------------------- Name: Keith Schuck Title: Vice President THE CHASE MANHATTAN BANK By -------------------------------- Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above: CHASE SECURITIES INC. By ------------------------------ Name: Title: EX-3.1(A) 4 ARTICLES OF ASSOCIATION CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Charter No. 23160 ARTICLES OF ASSOCIATION For the purpose of organizing an Association to perform any lawful activities of national banks, the undersigned do enter into the following Articles of Association: FIRST. The title of this Association shall be Chase Manhattan Bank USA, National Association (the "Association"). SECOND. The main office of the Association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the Association shall be conducted at its main office and its branches. THIRD. The board of directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director, during the full term of his directorship, shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000. Any vacancy in the board of directors may be filled by action of the shareholders or a majority of the remaining directors Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated. Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefore in the bylaws, or if that day falls on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in event of a legal holiday, on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the meeting shall be given to the shareholders by first class mail. In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her. A director may resign at any time by delivering written notice to the board of directors, its Chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause, provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. FIFTH. The authorized amount of capital stock of this Association shall be 417,000 shares of common stock of the par value of One Hundred dollars ($100.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion may from time to time determine and at such price as the board of directors may from time to time fix. Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH. The board of directors shall appoint one of its members President of this Association, and one of its members Chairperson of the board and shall have the power to appoint one or more Vice Presidents, a Secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws. The board of directors shall have the power to: (1) Define the duties of the officers, employees, and agents of the Association. (2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association. (3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law. (4) Dismiss officers and employees. (5) Require bonds from officers and employees and to fix the penalty thereof. (6) Ratify written policies authorized by the Association's management or committees of the board. (7) Regulate the manner in which any increase or decrease of the capital of the Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law. (8) Manage and administer the business and affairs of the Association. (9) Adopt initial bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association. 2 (10) Amend or repeal bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to shareholders. (11) Make contracts. (12) Generally perform all acts that are legal for a board of directors to perform. SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of the City of Wilmington, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without the approval of the shareholders subject to approval by the Office of the Comptroller of the Currency. EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States. NINTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders. In witness whereof, we have hereunto set our hands as of this 8th of August, 1996. /s/ Donald L. Boudreau /s/ Michael Urkowitz - --------------------------------- ---------------------------------- /s/ William H. Hoefling /s/ Luke S. Hayden - --------------------------------- ---------------------------------- /s/ Michael J. Barrett /s/ Thomas Jacob - --------------------------------- ---------------------------------- /s/ Kevin T. Hurley - --------------------------------- ---------------------------------- /s/ John J. Hehir, Jr. - --------------------------------- 3 EX-3.1(B) 5 RESTATED ORGANIZATION CERTIFICATE RESTATED ORGANIZATION CERTIFICATE OF THE CHASE MANHATTAN BANK Under Section 8007 of the New York Banking Law WE, WALTER V. SHIPLEY and ANTHONY J. HORAN, being, respectively, the Chairman of the Board and the Secretary of THE CHASE MANHATTAN BANK, a New York banking organization, do hereby certify as follows: 1. The name of the Corporation is The Chase Manhattan Bank. The Corporation was formed under the name Chemical Bank. 2. The Organization Certificate of The Chase Manhattan Bank was filed by the Superintendent of Banks of the State of New York on November 26, 1968. 3. The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein set forth in full: FIRST: The name by which the Corporation is to be known is THE CHASE MANHATTAN BANK. SECOND: The principal office of the Corporation is to be located in New York, New York. THIRD: The amount of authorized stock which the Corporation is hereafter to have is $1,335,000,000 and the number of shares into which such capital stock is to be divided is 125,000,000 shares consisting of 110,000,000 shares of Common Stock, par value $12 per share, and 15,000,000 shares of Preferred Stock, par value $1 per share, which shall be issued in one or more classes or series having such designations, relative rights, preferences or limitations as fixed by the Board of Directors of the Corporation at the time of issuance of any such Preferred Stock. FOURTH: The number of directors of the Corporation shall be not less than seven nor more than twenty-five. FIFTH: The Corporation is to exercise the powers conferred by Section 100 of the banking laws of the State of New York. 4. This restated organization certificate was approved by a resolution adopted by the Board of Directors of the Corporation, on July 16, 1996. 2 IN WITNESS WHEREOF, the undersigned have executed this restated organization certificate this 25th day of March, 1997. /s/ Walter V. Shipley -------------------------------- Walter V. Shipley Chairman of the Board /s/ Anthony J. Horan -------------------------------- Anthony J. Horan Secretary 3 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) I, ANTHONY J. HORAN, being duly sworn, depose and say that I, the said ANTHONY J. HORAN, am the Secretary of THE CHASE MANHATTAN BANK, and that I have read and signed the foregoing Certificate and know the contents thereof and the statements contained therein are true. /s/ Anthony J. Horan ------------------------------ Anthony J. Horan Secretary Subscribed and sworn to before me this 25th day of March 1997. - ------------------------------ Notary Public EX-3.2(A) 6 BY-LAWS CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION BY-LAWS Article I Meetings of Shareholders Section 1.1. Annual Meeting. The regular annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting, shall be held at the main office of the Association, or such other place as the board may designate, at noon, on April 1st of each year, or if that date falls on a legal holiday in the State in which the Association is located, on the next following banking day. Notice of the meeting shall be mailed, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the Association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board, or, if the directors fail to fix the date, by shareholders representing two thirds of the shares issued and outstanding. Section 1.2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by a majority of the board of directors or by any one or more shareholders owning, in the aggregate, not less than twenty-five percent of the stock of the Association or by the Chairperson of the board of directors or the President . Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the Association a notice stating the purpose of the meeting. Section 1.3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided, however, that if less than 21 days' notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (1) The name and address of each proposed nominee. (2) The principal occupation of each proposed nominee. (3) The total number of shares of capital stock of the Association that will be voted for each proposed nominee. (4) The name and residence address of the notifying shareholder. (5) The number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the Chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee. Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with rubber stamped facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a confirming telegram from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted. Section 1.5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Section 10.2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association, or by the shareholders or directors pursuant to Section 10.2. Any action required or permitted to be taken by the shareholders may be taken without a meeting by unanimous written consent of the shareholders to a resolution authorizing the action. The resolution and the written consent shall be filed with the minutes of the proceedings of the shareholders. Article II Directors Section 2.1. Board of Directors. The board of directors ("board") shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the board. Section 2.2. Number. The board shall consist of not less than five nor more than twenty-five persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full board or by resolution of a majority of the shareholders at any meeting thereof; provided, however, that a majority of the full board may not increase the number of directors to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where such number was 15 or less; and (2) exceeds by more than four the number of directors last elected by shareholders where such number was 16 or more, but in no event shall the number of directors exceed 25. Section 2.3. Organization Meeting. The Secretary shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the Association to organize the new board and elect and appoint officers of the Association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained. Section 2.4. Regular Meetings. The time and location of regular meetings of the board shall be set by the board. Such meetings may be held without notice. Any business may be transacted at any regular meeting. The board may adopt any procedures for the notice and conduct of any meetings as are not prohibited by law. Section 2.5. Special Meetings. Special meetings of the board may be called at the request of the Chairperson of the board, the President, or three or more directors. Each member of the board shall be given notice stating the time and place, by telegram, telephone, letter or in person, of each such special meeting at least one day prior to such meeting. Any business may be transacted at any special meeting. Section 2.6. Action by the Board. Except as otherwise provided by law, corporate action to be taken by the board shall mean such action at a meeting of the board. Any action required or permitted to be taken by the board or any committee of the board may be taken without a meeting if all members of the board or the committee consent in writing to a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the board or committee. Any one or more members of the board or any committee may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to 2 hear each other at the same time. Participation by such means shall constitute presence in person at such meeting. Section 2.7. Waiver of Notice. Notice of a special meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Section 2.8. Quorum and Manner of Acting. Except as otherwise required by law, the Articles of Association or these by-laws, a majority of the directors shall constitute a quorum for the transaction of any business at any meeting of the board and the act of a majority of the directors present and voting at a meeting at which a quorum is present shall be the act of the board. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present and no notice of any adjourned meeting need be given. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 2.9. Vacancies. In the event a majority of the full board increases the number of directors to a number which exceeds the number of directors last elected by shareholders, as permitted by Section 2.2, directors may be appointed to fill the resulting vacancies by vote of such majority of the full board. In the event of a vacancy in the board for any other cause, a director may be appointed to fill such vacancy by vote of majority of the remaining directors then in office. Section 2.10. Removal of Directors. The vacancy created by the removal of a director pursuant to this Section may be filled by the board in accordance with Section 2.9 of these by-laws or by the shareholders. Article III Committees Section 3.1. Executive Committee. There may be an executive committee consisting of the Chairperson of the board and not less than two other directors appointed by the board annually or more often. Subject to the limitations in Section 3.5(g) of these by-laws, the executive committee shall have the maximum authority permitted by law. Section 3.2. Audit Committee. There may be an audit committee composed of not less than two directors, exclusive of any active officers, appointed by the board annually or more often, whose duty it shall be to make an examination at least once during each calendar year and within fifteen months of the last examination into the affairs of the Association, or cause continuous suitable examinations to be made, by auditors responsible only to the board, and to report the results of any such examinations in writing to the board from time to time. Such examinations shall include audits of the fiduciary business of the Association as may be required by law or regulation. Section 3.3. Trust Committee. There may be a trust committee consisting of at least two directors, as appointed by the board, who shall serve on the trust committee at the pleasure of the board. The trust committee shall have power to review the general conduct of the fiduciary business of the Association and to pass upon all such matters relating to the conduct of the fiduciary business of the Association as may be submitted to the trust committee and shall, from time to time, exercise such other powers as may be assigned to it by the board. Section 3.4. Other Committees. The board may appoint, from time to time, other committees of one or more persons, for such purposes and with such powers as the board may determine. Section 3.5. General. 3 (a) Each committee shall elect a Chairperson from among the members thereof and shall also designate a Secretary of the committee, who shall keep a record of its proceedings. (b) Vacancies occurring from time to time in the membership of any committee shall be filled by the board for the unexpired term of the member whose departure causes such vacancy. The board may designate one or more alternate members of any committee, who may replace any absent member or members at any meeting of such committee. (c) Each committee shall adopt its own rules of procedure and shall meet at such stated times as it may, by resolution, appoint. It shall also meet whenever called together by its Chairperson or the Chairperson of the board. (d) No notice of regular meetings of any committee need be given. Notice of every special meeting shall be given either by mailing such notice to each member of such committee at his or her address, as the same appears in the records of the Association, at least two days before the day of such meeting, or by notifying each member on or before the day of such meeting by telephone or by personal notice, or by leaving a written notice at his or her residence or place of business on or before the day of such meeting. Waiver of notice in writing of any meeting, whether prior or subsequent to such meeting, or attendance at such meeting, shall be equivalent to notice of such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting. (e) All committees shall, with respect to all matters, be subject to the authority and direction of the board and shall report to it when required. (f) Unless otherwise required by law, the Articles of Association or these by-laws, a quorum at any meeting of any committee shall be one-third of the full membership and the act of a majority of members present and voting at a meeting at which a quorum is present shall be the act of the committee. (g) No committee shall have authority to take any action which is expressly required by law or regulation to be taken at a meeting of the board or by a specified proportion of directors. Article IV Officers and Employees Section 4.1. Chairperson of the Board. The board shall appoint one of its members to be the Chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board. The Chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board; shall have general executive powers, as well as the specific powers conferred by these by-laws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the board. Section 4.2. President. The board shall appoint one of its members to be the President of the Association. In the absence of the Chairperson, the President shall preside at any meeting of the board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of President, or imposed by these by-laws. The President shall also have and may exercise such further powers and duties as from time to time may be conferred, or assigned by the board. Section 4.3. Vice President. The board may appoint one or more Vice Presidents. Each Vice President shall have such powers and duties as may be assigned by the board. 4 Section 4.4. Secretary. The board shall appoint a Secretary, Cashier, or other designated officer who shall be Secretary of the board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these by-laws; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of Cashier, or imposed by these by-laws; and shall also perform such other duties as may be assigned from time to time, by the board. Section 4.5. Other Officers. The board may appoint one or more Assistant Vice Presidents, one or more Trust Officers, one or more Assistant Secretaries, one or more Assistant Cashiers, one or more Managers and Assistant Managers of branches and such other officers and attorneys in fact as from time to time may appear to the board to be required or desirable to transact the business of the Association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the board, the Chairperson of the board, or the President. The board may authorize an officer to appoint one or more officers or assistant officers. Section 4.6. Tenure and Compensation. The Chairperson of the board and the President shall be appointed by the board to hold office until the next annual organization meeting of the board and until their successors are appointed and qualified. The term of office of all other officers shall be at the pleasure of the board. The compensation of all officers shall be fixed by resolution of the board, except that the board may authorize the Chairperson of the board and the President each to fix and to delegate to such other officers as the board may designate authority to fix any compensation of any person in any official position level not above a level specified by the board. Any officer may be dismissed at the pleasure of the board. Section 4.7. Resignation. An officer may resign at any time by delivering notice to the Association. A resignation is effective when the notice is given unless the notice specifies a later effective date. Article V Fiduciary Activities Section 5.1. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law. Article VI Stock and Stock Certificates Section 6.1. Transfers. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his or her shares, succeed to all rights of the prior holder of such shares. The board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association with respect to stock transfers, voting at shareholder meetings, and related matters and to protect it against fraudulent transfers. Section 6.2. Stock Certificates. Certificates of stock shall bear the signature of the President (which may be engraved, printed or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the board for that purpose, to be known as an authorized officer, and the seal of the Association shall be engraved thereon. Each certificate 5 shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the Association with the same effect as if such officer had not ceased to be such at the time of its issue. The corporate seal may be a facsimile, engraved or printed. Article VII Corporate Seal The President, the Cashier, the Secretary or any Assistant Cashier or Assistant Secretary, or other officer thereunto designated by the board, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form: A circle, with the words "Chase Manhattan Bank USA, National Association" within such circle. Article VIII Miscellaneous Provisions Section 8.1. Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 8.2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Association by the Chairperson of the board, or the President, or any Vice President, or the Secretary, or the Cashier, or, if in connection with exercise of fiduciary powers of the Association, by any of those officers or by any Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the Association in such other manner and by such other officers as the board may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these by-laws. Section 8.3. Records. The Articles of Association, the by-laws and the proceedings of all meetings of the shareholders, the board, and standing committees of the board, shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the Secretary, Cashier or other officer appointed to act as Secretary of the meeting. Section 8.4. Corporate Governance Procedures. To the extent not inconsistent with applicable Federal banking law, bank safety and soundness or these by-laws, the corporate governance procedures found in the Delaware General Corporation Law shall be followed by the Association. Article IX Indemnification Section 9.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or an officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with 6 respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than such law permitted the Association to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 9.3 of these by-laws with respect to proceedings to enforce rights to indemnification, the Association shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board. Section 9.2. Right to Advancement of Expenses. The right to indemnification conferred in Section 9.1 of these by-laws shall include the right to be paid by the Association the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Association of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 9.2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 9.1 and 9.2 of these by-laws shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators. Section 9.3. Right of Indemnitee to Bring Suit. If a claim under Section 9.1 or 9.2 of these by-laws is not paid in full by the Association within sixty (60) days after a written claim has been received by the Association, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (1) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (2) in any suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the Association shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Association (including the board, the Association's independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Association (including the board, the Association's independent legal counsel, or its shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Association. 7 Section 9.4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Association's Articles of Association, by-laws, agreement, vote of shareholders or disinterested directors or otherwise. Section 9.5. Insurance. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Section 9.6. Indemnification of Employees and Agents of the Association. The Association may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Association to the fullest extent of the provisions of this Article IX with respect to the indemnification and advancement of expenses of directors and officers of the Association. Article X By-laws Section 10.1. Inspection. A copy of the by-laws, with all amendments, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all shareholders during banking hours. Section 10.2. Amendments. The by-laws may be amended, altered or repealed, at any regular meeting of the board, by a vote of a majority of the total number of the directors except as provided below. The Association's shareholders may amend or repeal the by-laws even though the by-laws also may be amended or repealed by its board. 8 I, Andrew T. Semmelman, certify that: (1) I am the duly constituted Secretary of The Chase Manhattan Bank (USA) and Secretary of its board, and as such officer am the official custodian of its records; (2) the foregoing by-laws will be the by-laws of The Chase Manhattan Bank (USA) upon its conversion to a national banking association charter under the name "Chase Manhattan Bank USA, National Association", and all of them thereafter will be lawfully in force and effect. I have hereunto affixed my official signature and the seal of The Chase Manhattan Bank (USA), in the city of Wilmington, State of Delaware, on this 7th day of August, 1996. /s/ Andrew T. Semmelman ------------------------------ Secretary 9 EX-3.2(B) 7 BY-LAWS BY-LAWS THE CHASE MANHATTAN BANK (formerly known as Chemical Bank) AS AMENDED THROUGH March 18, 1997 Office of the Secretary 270 Park Avenue, 35th floor New York, NY 10017 CONTENTS SUBJECT Article I Meetings of Stockholders Section 1.01 Annual Meeting Section 1.02 Special Meetings Section 1.03 Quorum II Board of Directors Section 2.01 Number Section 2.02 Vacancies Section 2.03 Annual Meeting Section 2.04 Regular Meetings Section 2.05 Special Meetings Section 2.06 Quorum Section 2.07 Rules and Regulations Section 2.08 Compensation III Committees Section 3.01 Executive Committee Section 3.02 Examining Committee Section 3.03 Other Committees IV Officers and Agents Section 4.01 Officers Section 4.02 Clerks and Agents Section 4.03 Term of Office Section 4.04 Chairman of the Board Section 4.05 President Section 4.06 Vice Chairman of the Board Section 4.07 Chief Financial Officer Section 4.08 Controller Section 4.09 Secretary Section 4.10 General Auditor Section 4.11 Powers and Duties of Other Officers Section 4.12 Fidelity Bonds V Corporate Seal VI Fiscal Year VII Indemnification Section 7.01 Right to Indemnification Section 7.02 Contracts and Funding Section 7.03 Employee Benefit Plans Section 7.04 Indemnification Not Exclusive Right Section 7.05 Advancement of Expenses; Procedures VIII By-laws Section 8.01 Inspection Section 8.02 Amendments Section 8.03 Construction BY-LAWS OF THE CHASE MANHATTAN BANK ARTICLE I Meetings of Stockholders Section 1.01. Annual Meeting. The annual meeting of stockholders of The Chase Manhattan Bank (herein called the Bank), shall be held in the Borough of Manhattan, City of New York, State of New York, within the first four months of each calendar year, on such date and at such time and place as the Board of Directors (herein called the Board), may determine, for the election of directors and the transaction of such other business as may properly come before the meeting. Notice of such meeting, stating the purpose or purposes thereof and the time when and the place where it is to be held and signed by the Chairman of the Board (herein called the Chairman), the President, a Vice Chairman of the Board or the Secretary or an Assistant Corporate Secretary of the Bank, shall be served by personal delivery upon each stockholder of record entitled to vote at such meeting not less than 10 nor more than 50 days before said meeting. Section 1.02. Special Meetings. A special meeting of the stockholders may be called at any time by the Board, the Chairman, the President, or a Vice Chairman of the Board, or upon the request in writing of the holders of record of not less than 40% of the outstanding capital stock. Notice of any special meeting, stating the time, place and purpose or purposes thereof, shall be given by personal delivery to the stockholders in the manner provided in Section 1.01 for the giving of notice of annual meetings of stockholders. In the case of any meeting of stockholders, annual or special, called for a purpose requiring other or further notice, such notice shall be given as required by law. Section 1.03. Quorum. A majority of the outstanding common stock, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned, without further notice. ARTICLE II Board of Directors Section 2.01. Number. The business and affairs of the Bank shall be managed by or under the direction of a Board of Directors, of such number as may be fixed from time to time by resolution adopted by the Board, but in no event less than 7 or more than 25, selected, organized and continued in accordance with the provisions of the New York Banking Law. Each director hereafter elected shall hold office until the next annual meeting of the stockholders and until his successor is elected and has qualified, or until his death or until he shall resign or shall have been removed. Section 2.02. Vacancies. In case of any increase in the number of directors, the additional director or directors, and in case of any vacancy in the board due to death, resignation, removal, disqualification or any other cause, the successors to fill the vacancies, not exceeding one-third of the entire Board, shall be elected by a majority of the directors then in office. Section 2.03. Annual Meeting. An annual meeting of the directors shall be held each year, without notice, immediately following the annual meeting of stockholders. The time and place of such meeting shall be designated by the Board. At such meeting, the directors shall, after qualifying, elect from their own number a Chairman of the Board, a President and one or more Vice Chairmen of the 1 Board, and shall elect or appoint such other officers authorized by these By-laws as they may deem desirable, and appoint the Committees specified in Article III hereof. The directors may also elect to serve at the pleasure of the Board, one or more Honorary Directors, not members of the Board. Honorary Directors of the Board shall be paid such compensation or such fees for attendance at meetings of the Board, and meetings of other committees of the Board, as the Board shall determine from time to time. Section 2.04. Regular Meetings. The Board shall hold a regular meeting without notice at the principal office of the Bank on the third Tuesday in each month, with such exceptions as shall be determined by the Board, at such time as shall be determined by the Board, unless another time or place, within or without the State, shall be fixed by resolution of the Board. Should the day appointed for a regular meeting fall on a legal holiday, the meeting shall be held at the same time on the preceding day or on such other day as the Board may order. Section 2.05. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman, the President, a Vice Chairman of the Board, the Secretary or a majority of the directors at the time in office. A notice shall be given as hereinafter in this Section provided of each such special meeting, in which shall be stated the time and place of such meeting, but, except as otherwise expressly provided by law or by these By-laws, the purposes thereof need not be stated in such notice. Except as otherwise provided by law, notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, wireless or other form of recorded communication or be delivered personally or by telephone not later than noon of the calendar day before the day on which such meeting is to be held. At any regular or special meeting of the Board, or any committee thereof, one or more Board or committee members may participate in such meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. This type of participation shall constitute presence in person at the meeting. Notice of any meeting of the Board shall not, however, be required to be given to any director who submits a signed waiver of notice whether before or after the meeting, or if he shall be present at such meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given if all the directors of the Bank then in office shall be present thereat. Section 2.06. Quorum. One-third of the members of the entire Board, or the next highest integer in the event of a fraction, shall constitute a quorum, but if less than a quorum be present, a majority of those present may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice. Section 2.07. Rules and Regulations. The Board may adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the Bank as it may deem proper, not inconsistent with the laws of the State of New York or these By-laws. Section 2.08. Compensation. Directors shall be entitled to receive from the Bank such fees for attendance at meetings of the Board or of any committee, or both, as the Board from time to time shall determine. The Board may also likewise provide that the Bank shall reimburse each such director or member of such committee for any expenses paid by him on account of his attendance at any such meeting. Nothing in this Section contained shall be construed to preclude any director from serving the Bank in any other capacity and receiving compensation therefor. 2 ARTICLE III Committees Section 3.01. Executive Committee. The Board, by resolution adopted by a majority of the entire Board, shall appoint an Executive Committee which, when the Board is not in session, shall have and may exercise all the powers of the Board that lawfully may be delegated including, without limitation, the power and authority to declare dividends. The Executive Committee shall consist of such number of directors as the Board shall from time to time determine, but not less than five and one of whom shall be designated by the Board as Chairman thereof, as follows: (a) the Chairman of the Board, the President, the Vice Chairmen of the Board; and (b) such other directors, none of whom shall be an officer of the Bank, as shall be appointed to serve at the pleasure of the Board. The Board, by resolution adopted by a majority of the entire Board, may designate one or more directors as alternate members of the Executive Committee and the manner and circumstances in which such alternate members shall replace or act in the place of absent or disqualified members of the Executive Committee. The attendance of one-third of the members of the Committee or their substitutes, or the next highest integer in the event of a fraction, at any meeting shall constitute a quorum, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Committee. All acts done and powers conferred by the Committee from time to time shall be deemed to be, and may be certified as being done or conferred under authority of the Board. The Committee shall fix its own rules and procedures, and the minutes of the meetings of the Committee shall be submitted at the next regular meeting of the Board at which a quorum is present, or if impracticable at the next such subsequent meeting. The Committee shall hold meetings "On Call" and such meetings may be called by the Chairman of the Executive Committee, the Chairman of the Board, the President, a Vice Chairman of the Board, or the Secretary. Notice of each such meeting of the Committee shall be given by mail, telegraph, cable, wireless or other form of recorded communication or be delivered personally or by telephone to each member of the Committee not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Committee who submits a signed waiver of notice whether before or after the meeting, or if he shall be present at such meeting; and any meeting of the Committee shall be a legal meeting without any notice thereof having been given, if all the members of the Committee shall be present thereat. In the case of any meeting, in the absence of the Chairman of the Executive Committee, such member as shall be designated by the Chairman of the Executive Committee or the Executive Committee shall act as Chairman of the meeting. Section 3.02. Examining Committee. The Board, by resolution adopted by a majority of the entire Board, shall appoint an Examining Committee composed of not less than three of its members, none of whom shall be an officer of the Bank, to hold office at its pleasure and one of whom shall be designated by the Board as chairman thereof. The Committee shall make such examination into the affairs of the Bank and its loans and discounts and make such reports in writing thereof as may be directed by the Board or required by the Banking Law. The attendance of one-third of the members of the Committee, or the next highest integer in the event of a fraction, at any meeting shall constitute a quorum, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Committee. Section 3.03. Other Committees. The Board, by resolution adopted by a majority of the entire Board, may appoint, from time to time, such other committees composed of not less than three of its members for such purposes and with such duties and powers as the Board may determine. The attendance of one-third of the members of such other committees, or the next highest integer in the event of a fraction, at any meeting shall constitute a quorum, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of such other committees. ARTICLE IV 3 Officers and Agents Section 4.01. Officers. The officers of the Bank shall be (a) a Chairman of the Board, a President and one or more Vice Chairmen of the Board, each of whom must be a director and shall be elected by the Board; (b) a Chief Financial Officer, a Controller, a Secretary and a General Auditor, each of whom shall be elected by the Board; and (c) may include a Chief Credit Officer, a Chief Administrative Officer, a Chief Technology Officer, one or more Group Executives and such other officers as may from time to time be elected by the Board or under its authority, or appointed by the Chairman or the President or a Vice Chairman of the Board. Section 4.02. Clerks and Agents. The Board may elect and dismiss, or the Chairman or the President or a Vice Chairman of the Board may appoint and dismiss, or delegate to any other officers authority to appoint and dismiss, such clerks, agents and employees as may be deemed advisable for the prompt and orderly transaction of the Bank's business, and may prescribe, or authorize the appointing officers to prescribe, their respective duties, subject to the provisions of these By-laws. Section 4.03. Term of Office. The officers designated in Section 4.01(a) shall be elected by the Board at its annual meeting. The officers designated in Section 4.01(b) may be elected at the annual or any other meeting of the Board. The officers designated in Section 4.01(c) may be elected at the annual or any other meeting of the Board or appointed at any time by the designated proper officers. Any vacancy occurring in any office designated in Section 4.01(a) may be filled at any regular or special meeting of the Board. The officers elected pursuant to Section 4.01(a) shall each hold office for the term of one year and until their successors are elected, unless sooner disqualified or removed by a vote of two-thirds of the whole Board. The officers elected by the Board pursuant to Section 4.01(b) of these By-laws shall hold office at the pleasure of the Board. All other officers, clerks, agents and employees elected by the Board, or appointed by the Chairman, the President or a Vice Chairman of the Board, or under their authority, shall hold their respective offices at the pleasure of the Board or officers elected pursuant to Section 4.01(a). Section 4.04. Chairman of the Board. The Chairman shall be the chief executive officer of the Bank and shall have, subject to the control of the Board, general supervision and direction of the policies and operations of the Bank. He shall preside at all meetings of the stockholders and at all meetings of the Board. He shall have the right to execute any document or perform any act which could be or is required to be executed or performed by the President of the Bank. He shall have the power to sign checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Bank, and together with the Secretary or an Assistant Corporate Secretary to execute conveyances of real estate and other documents and instruments to which the seal of the Bank is affixed. He shall perform such other duties as from time to time may be prescribed by the Board. Section 4.05. President. The President shall, subject to the direction and control of the Board and the Chairman, participate in the supervision of the policies and operations of the Bank. In general, the President shall perform all duties incident to the office of President, and such other duties as from time to time may be prescribed by the Board or the Chairman. In the absence of the Chairman, the President shall preside at meetings of stockholders and of the Board. The President shall have the same power to sign for the Bank as is prescribed in these By-laws for the Chairman. Section 4.06. Vice Chairman of the Board. The Vice Chairman of the Board, or if there be more than one, then each of them, shall, subject to the direction and control of the Board and the Chairman, participate in the supervision of the policies and operations of the Bank, and shall have such other duties as may be prescribed from time to time by the Board or the Chairman. In the absence of the Chairman and the President, a Vice Chairman, as designated by the Chairman or the Board, shall preside at meetings of the stockholders and of the Board. Each Vice Chairman shall have the same power to sign for the Bank as is prescribed in these By-laws for the Chairman. 4 Section 4.07. Chief Financial Officer. The Chief Financial Officer shall have such powers and perform such duties as the Board, the Chairman, the President, or a Vice Chairman of the Board may from time to time prescribe, which duties may include, without limitation, responsibility for strategic planning, corporate finance, control, tax and auditing activities, and shall perform such other duties as may be prescribed by these By-laws. Section 4.08. Controller. The Controller shall exercise general supervision of the accounting departments of the Bank. He shall be responsible to the Chief Financial Officer and shall render reports from time to time relating to the general financial condition of the Bank. He shall render such other reports and perform such other duties as from time to time may be prescribed by the Chief Financial Officer, a Vice Chairman of the Board, the President or the Chairman. Section 4.09. Secretary. The Secretary shall: (a) record all the proceedings of the meetings of the stockholders, the Board and the Executive Committee in one or more books kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the seal of the Bank; and he may see that such seal or a facsimile thereof is affixed to any documents the execution of which on behalf of the Bank is duly authorized and may attest such seal when so affixed; and (d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be prescribed by the Board and the Chairman. Section 4.10. General Auditor. The General Auditor shall exercise general supervision of the Auditing Division. He shall audit the affairs of the Bank and its subsidiaries, including appraisal of the soundness and adequacy of internal controls and operating procedures and shall ascertain the extent of compliance with policies and procedures of the Bank. He shall be responsible to the Board and shall make such audits and prepare such regular reports as the Board, its Examining Committee or the Chairman may, from time to time, require or as in his judgment are necessary in the performance of his duties. Section 4.11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Bank shall be those usually pertaining to their respective offices, subject to the direction and control of the Board and as otherwise provided in these By-laws. Section 4.12. Fidelity Bonds. The Board, in its discretion, may require any or all officers, agents, clerks and employees of the Bank to give bonds covering the faithful performance of their duties or may obtain insurance covering the same, in either case in form and amount approved by the Board, the premiums thereon to be paid by the Bank. 5 ARTICLE V Corporate Seal The corporate seal of the Bank shall be in the form of a circle and shall bear the full name of the Bank and the words "Corporate Seal New York" together with the logo of The Chase Manhattan Corporation. ARTICLE VI Fiscal Year The fiscal year of the Bank shall be the calendar year. ARTICLE VII Indemnification Section 7.01. Right to Indemnification. The Bank shall to the fullest extent permitted by applicable law as then in effect indemnify any person (the "Indemnitee") who was or is involved in any manner (including, without limitation, as a party or a witness), or is threatened to be made so involved, in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, administrative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Bank to procure a judgment in its favor) (a "Proceeding") by reason of the fact that he is or was a director, officer, employee or agent of the Bank, or is or was serving at the request of the Bank as a director, officer or employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding. Such indemnification shall be a contract right and shall include the right to receive payment in advance of any expenses incurred by the Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect. Section 7.02. Contracts and Funding. The Bank may enter into contracts with any director, officer, employee or agent of the Bank in furtherance of the provisions of this Article VII and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article VII. Section 7.03. Employee Benefit Plans. For purposes of this Article VII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Bank" shall include any service as a director, officer, employee, or agent of the Bank which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of a corporation. Section 7.04. Indemnification Not Exclusive Right. The right of indemnification and advancement of expenses provided in this Article VII shall not be exclusive of any other rights to which a person seeking indemnification may otherwise be entitled, under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The provisions of this Article VII shall inure to the benefit of the heirs and legal representatives of any person entitled to indemnity under this Article 6 VII and shall be applicable to Proceedings commenced or continuing after the adoption of this Article VII whether arising from acts or omissions occurring before or after such adoption. Section 7.05. Advancement of Expenses; Procedures. In furtherance, but not in limitation, of the foregoing provisions, the following procedures and remedies shall apply with respect to advancement of expenses and the right to indemnification under this Article VII: (a) Advancement of Expenses. All reasonable expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding shall be advanced to the Indemnitee by the Bank within twenty (20) days after the receipt by the Bank of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by the Indemnitee and, if required by law at the time of such advance, shall include or be accompanied by an undertaking by or on behalf of the Indemnitee to repay the amounts advanced if, and to the extent, it should ultimately be determined that the Indemnitee is not entitled to be indemnified against such expenses. (b) Written Request for Indemnification. To obtain indemnification under this Article VII, an Indemnitee shall submit to the Secretary of the Bank a written request, including such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification (the "Supporting Documentation"). The determination of the Indemnitee's entitlement to indemnification shall be made within a reasonable time after receipt by the Bank of the written request for indemnification together with the Supporting Documentation. The Secretary of the Bank shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (c) Procedure for Determination. The Indemnitee's entitlement to indemnification under this Article VII shall be determined (i) by the Board by a majority vote of a quorum (as defined in Article II of these By-laws) consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, but only if a majority of the disinterested directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders for their determination. ARTICLE VIII By-laws Section 8.01. Inspection. A copy of the By-laws shall at all times be kept in a convenient place at the principal office of the Bank, and shall be open for inspection by stockholders during banking hours. Section 8.02. Amendments. Except as otherwise specifically provided by statute, these By-laws may be added to, amended, altered or repealed at any meeting of the Board by vote of a majority of the entire Board, provided that written notice of any such proposed action shall be given to each director prior to such meeting, or that notice of such addition, amendment, alteration or repeal shall have been given at the preceding meeting of the Board. Section 8.03. Construction. The masculine gender, where appearing in these By-laws, shall be deemed to include the feminine gender. 7 EX-4.1 8 SALE AND SERVICING AGREEMENT OH&S DRAFT 9/14/97 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a National Banking Association THE CHASE MANHATTAN BANK, a New York Banking Corporation, as Sellers, THE CIT GROUP/SALES FINANCING, INC., a Delaware Corporation as Servicer, and CHASE MANHATTAN RV OWNER TRUST 1997-A, as Issuer =============================== SALE AND SERVICING AGREEMENT Dated as of September 1, 1997 =============================== TABLE OF CONTENTS
Page ---- ARTICLE I DEFINITIONS.............................................. 1 SECTION 1.1. Definitions................................................................. 1 SECTION 1.2. Usage of Terms.............................................................. 30 SECTION 1.3. Methods of Allocating Payments on Receivables; Allocations............................................... 30 ARTICLE II CONVEYANCE OF RECEIVABLES....................................... 31 SECTION 2.1. Conveyance of Receivables................................................... 31 SECTION 2.2. Closing..................................................................... 32 ARTICLE III THE RECEIVABLES............................................... 32 SECTION 3.1. Representations and Warranties of the Sellers; Conditions Relating to the Receivables............................................................ 32 SECTION 3.2. Repurchase Upon Breach or Failure of a Condition.............................................................. 36 SECTION 3.3. Custody of Receivable Files................................................. 37 SECTION 3.4. Duties of Servicer as Custodian............................................. 37 SECTION 3.5. Instructions; Authority to Act.............................................. 39 SECTION 3.6. Effective Period and Termination............................................ 39 ARTICLE IV ADMINISTRATION AND SERVICING OF RECEIVABLES.............................. 40 SECTION 4.1. Duties of Servicer.......................................................... 40 SECTION 4.2. Collection of Receivable Payments........................................... 42 SECTION 4.3. Realization Upon Receivables................................................ 43 SECTION 4.4. Maintenance of Security Interests in Financed Vehicles. ................................................... 44 SECTION 4.5. Covenants of Servicer....................................................... 45 SECTION 4.6. Purchase of Receivables Upon Breach......................................... 46 SECTION 4.7. Servicing Fee............................................................... 46 SECTION 4.8. Monthly Report.............................................................. 47 SECTION 4.9. Annual Statement as to Compliance........................................... 47 SECTION 4.10. Annual Report of Accountants................................................ 48 SECTION 4.11. Access by Holders to Certain Documentation and Information Regarding Receivables............................................................ 48 SECTION 4.12. Reports to Holders and the Rating Agencies............................................................... 48
i SECTION 4.13. Reports to the Securities and Exchange Commission............................................................. 49 SECTION 4.14. Maintenance of Fidelity Bond................................................ 49 SECTION 4.15. Satisfaction of Receivable.................................................. 49 ARTICLE V ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS AND THE CERTIFICATEHOLDERS........................ 50 SECTION 5.1. Establishment of Accounts................................................... 50 Section 5.2. Collections; Applications................................................... 51 SECTION 5.3. Monthly Advances............................................................ 53 SECTION 5.4. Additional Deposits......................................................... 54 SECTION 5.5. Distributions............................................................... 54 SECTION 5.6. Reserve Account............................................................. 56 SECTION 5.7. Net Deposits................................................................ 58 SECTION 5.8. Statements to Certificateholders and Noteholders............................................................ 58 ARTICLE VI THE SELLERS.............................................. 60 SECTION 6.1. Representations of Sellers.................................................. 60 SECTION 6.2. Liability of Sellers; Indemnities........................................... 61 SECTION 6.3. Merger or Consolidation of Sellers.......................................... 63 SECTION 6.4. Limitation on Liability of Sellers and Others................................................................. 63 SECTION 6.5. Sellers May Own Notes and Certificates...................................... 63 ARTICLE VII THE SERVICER; REPRESENTATIONS AND INDEMNITIES............................. 63 SECTION 7.1. Representations of the Servicer............................................. 63 SECTION 7.2. Liability of Servicer, Indemnities.......................................... 65 SECTION 7.3. Merger or Consolidation of Servicer......................................... 66 SECTION 7.4. Limitation on Liability of Servicer and Others................................................................. 66 SECTION 7.5. Servicer Not To Resign...................................................... 67 SECTION 7.6. Assignment of Servicing..................................................... 67 SECTION 7.7. Insurance................................................................... 67 SECTION 7.8. Indemnity by Issuer......................................................... 67 SECTION 7.9. Servicer May Own Notes and Certificates..................................... 68 ARTICLE VIII EVENTS OF SERVICING TERMINATION.................................... 68 SECTION 8.1. Events of Servicing Termination............................................. 68 SECTION 8.2. Appointment of Successor.................................................... 71 SECTION 8.3. Notification to Noteholders and Certificateholders..................................................... 71 SECTION 8.4. Waiver of Past Defaults..................................................... 71
ii ARTICLE IX TERMINATION.............................................. 72 SECTION 9.1. Optional Purchase of All Receivables; Trust Termination...................................................... 72 ARTICLE X MISCELLANEOUS PROVISIONS........................................... 74 SECTION 10.1. Amendment................................................................... 74 SECTION 10.2. Protection of Title to Owner Trust Estate................................................................. 75 SECTION 10.3. Governing Law............................................................... 77 SECTION 10.4. Notices..................................................................... 77 SECTION 10.5. Severability of Provisions.................................................. 78 SECTION 10.6. Assignment.................................................................. 78 SECTION 10.7. Certificates and Notes Nonassessable and Fully Paid............................................................. 78 SECTION 10.8. Third-Party Beneficiaries................................................... 78 SECTION 10.9. Assignment to Indenture Trustee............................................. 79 SECTION 10.10. Limitation of Liability of Owner Trustee and Indenture Trustee.................................................. 79 SECTION 10.11. Power-of-Attorney........................................................... 79
SCHEDULES Schedule A-1 - List of Chase Receivables Schedule A-2 - List of Chase USA Receivables Schedule B - Location of Receivable Files Schedule C - Allocation of Notes and Certificates Schedule D - Allocation of Fees and Expenses to Servicer EXHIBITS Exhibit A - Form of Servicer's Certificate Exhibit B - Form of Monthly Report Exhibit C - Form of Statement to Certificateholders and Noteholders Exhibit D - Form of Amended and Restated Servicing Agreement iii Sale and Servicing Agreement, dated as of September 1, 1997 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement") among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association ("Chase USA") and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase," and collectively with Chase USA and their respective successors hereunder, the "Sellers"), THE CIT GROUP/SALES FINANCING, INC. ("CITSF"), as Servicer (together with any successor hereunder, the "Servicer") and CHASE MANHATTAN RV OWNER TRUST 1997-A, as issuer (the "Issuer"). W I T N E S S E T H : In consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: "Accrued Interest" on a Receivable, as of any date of determination, means that amount of interest accrued on the Principal Balance at the related Contract Rate but not paid by or on behalf of the Obligor. "Accounts" means, collectively, the Collection Account, the Reserve Account, the Paid-Ahead Account and the Note Distribution Account. "Actual Principal Balance" means, as of the close of business on the last day of a Collection Period, (a) with respect to a Precomputed Receivable, the sum of (i) the Principal Balance thereof as of such day and (ii) the portion of all Scheduled Payments on such Receivable due and unpaid prior to such day allocable to principal using the actuarial method. "Administration Agreements" mean collectively, the CITSF Administration Agreement and the Chase Administration Agreement. "Administrators" means each of the Chase Administrator and the CITSF Administrator. "Administrative Fees" means late payment fees, extension fees and transfer of equity and assumption fees with respect to the Receivables. "Affiliate" means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any Person solely because such other Person has the contractual right or obligation to manage such Person unless such other Person controls such Person through equity ownership or otherwise. "Aggregate Losses" has the meaning specified in the Servicing Agreement. "Aggregate Net Losses" means, for a Distribution Date, the amount equal to (i) the aggregate Actual Principal Balance of all Receivables that became Liquidated Receivables during the related Collection Period minus (ii) the Net Liquidation Proceeds allocable to principal collected during such Collection Period with respect to any Liquidated Receivables and minus (iii) any recoveries collected during such Collection Period on Receivables deemed to be Liquidated Receivables during prior Collection Periods. "Agreement" means this Sale and Servicing Agreement, dated as of September 1, 1997, among the Issuer, the Sellers and the Servicer, as the same may be amended and supplemented from time to time. "Amount Financed" in respect of a Receivable means the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and related costs. "Andrews" shall mean Andrews Record Management, Inc. "Applied Paid-Ahead Amount" means, with respect to any Precomputed Receivable and any Collection Period for which the amount actually paid is less than the Scheduled Payment due during such Collection Period, the Deferred Paid-Ahead Amount with respect to such Precomputed Receivable to the extent of such shortfall; provided that if such Precomputed Receivable becomes a Liquidated Receivable during such Collection Period, the Applied Paid-Ahead Amount with respect to such Collection Period shall equal such Receivable's then outstanding Deferred Paid-Ahead Amount, if any. "Authenticating Agent" has the meaning specified in Section 2.13 of the Indenture and shall initially be the corporate trust office of Chase and its successors and assigns in such capacity. "Authorized Officer" means any officer of the Owner Trustee, Indenture Trustee or Servicer who is authorized to act on behalf of the Owner Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as such on the list of 2 authorized officers delivered by each such party on the Closing Date. "Available Amount" means, on any Distribution Date, an amount equal to the excess of (A) the sum of (i) all amounts on deposit in the Collection Account attributable to collections or deposits made in respect of the Receivables in the related Collection Period (including Net Liquidation Proceeds, any recoveries on Liquidated Receivables and any Applied Paid-Ahead Amounts), (ii) the Repurchase Amounts for any Receivable repurchased by either Seller or purchased by the Servicer and the Optional Purchase Amount, if applicable, and (iii) any Monthly Advances made by the Servicer (with respect to (ii) and (iii) above,to the extent such Repurchase Amounts, the Optional Purchase Amount or Monthly Advances are paid on or before the Deposit Date immediately preceding such Distribution Date), over (B) the sum of the following amounts (to the extent that the Servicer has not already withheld such amounts from Collections on the Receivables): (i) any amounts incorrectly deposited in the Collection Account, (ii) Investment Earnings on the funds in the Collection Account, (iii) payments on the Receivables not transferred to the Issuer (including, without limitation, Excluded Administrative Fees, Excluded Paid-Ahead Amounts and Excluded Forced-Placed Insurance Premiums) and (iv) any other amounts, if any, permitted to be withdrawn from the Collection Account by the Servicer (or to be retained by the Servicer from Collections on the Receivables) pursuant to this Agreement. "Available Reserve Account Amount" means, for each Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Reserve Account and (ii) the Specified Reserve Account Balance for such Distribution Date. "Average Annual Balance" means, for any calendar year or partial calendar year, the quotient obtained by dividing (x) the Pool Balance as of the end of each month of such calendar year or partial calendar year, as the case may be, by (y) twelve (12) or the number of months constituting such partial calendar year with respect to any partial calendar year. "Average Delinquency Percentage" means for any Distribution Date, the average of the Delinquency Percentages for such Distribution Date and the preceding two (2) Distribution Dates. "Average Net Loss Ratio" means for any Distribution Date, the average of the Net Loss Ratios for such Distribution Date and the preceding two (2) Distribution Dates. "Basic Documents" means this Agreement, the Certificate of Trust, the Indenture, the Depository Agreements, the Trust Agreement, the Administration Agreements and other documents and certificates delivered in connection therewith. "Benefit Plan" has the meaning specified in Section 11.12 of the Trust Agreement. 3 "Book-Entry Certificates" means the Certificates, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 3.10 of the Trust Agreement. "Book-Entry Notes" means the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 2.10 of the Indenture. "Bulk Purchase Receivables" means those Receivables purchased from an unaffiliated finance company pursuant to a bulk purchase and not originated in accordance with Chase's, Chase USA's or any of their Affiliates' or predecessors' underwriting criteria. "Business Day" means a day, other than a Saturday or a Sunday, on which the Indenture Trustee and banks located in New York, New York, Wilmington, Delaware and Minneapolis, Minnesota are open for the purpose of conducting a commercial banking business. "Business Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as amended from time to time. "Capital Accounts" has the meaning specified in Section 5.7 of the Trust Agreement. "Cedel" means Centrale de Livraison de Valeurs Mobilieres, S.A. "Certificate" means a certificate evidencing the beneficial interest of a Certificateholder in the Owner Trust Estate, substantially in the form of Exhibit A to the Trust Agreement. "Certificate Balance" means an amount equal to $44,895,285.54 as of the Closing Date and, thereafter, shall be an amount equal to such initial Certificate Balance, reduced by all amounts allocable to principal previously distributed to Certificateholders. The Certificate Balance shall also be reduced on any Distribution Date by the excess, if any, of (i) the sum of (A) the Certificate Balance and (B) the outstanding principal amount of the Notes (in each case after giving effect to amounts in respect of principal to be deposited in the Certificate Distribution Account and the Note Distribution Account on such Distribution Date), over (ii) the Pool Balance as of the close of business on the last day of the preceding Collection Period. Thereafter, the Certificate Balance shall be increased on any Distribution Date to the extent that any portion of the Available Amount on such Distribution Date is available to pay the existing Certificateholders' Principal Carryover Shortfall, but not by more than the aggregate reductions in the Certificate Balance set forth in the preceding sentence. 4 "Certificate Depository Agreement" means the agreement among the Issuer, the Owner Trustee, Chase, as agent for The Depository Trust Company and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Certificates, as the same may be amended and supplemented from time to time. "Certificate Distribution Account" has the meaning specified in Section 5.1 of the Trust Agreement. "Certificate Final Scheduled Distribution Date" means the August 2017 Distribution Date on which the outstanding principal amount, if any, of the Certificates is payable. "Certificate of Trust" means the Certificate of Trust in the form of Exhibit B to the Trust Agreement filed for the Issuer pursuant to Section 3810(a) of the Business Trust Statute. "Certificate Owner" means, with respect to a Book-Entry Certificate, the Person who is the owner of beneficial interests in such Book-Entry Certificate, as reflected on the books of the Clearing Agency or Foreign Clearing Agency or on the books of a direct or indirect Clearing Agency Participant. "Certificate Pool Factor" as of the close of business on a Distribution Date means an eight-digit decimal figure equal to the remaining Certificate Balance (after giving effect to distributions made on such date) as of such Distribution Date divided by the initial Certificate Balance as of the Closing Date. The Certificate Pool Factor will be 1.00000000 as of the Cutoff Date; thereafter, the Certificate Pool Factor will decline to reflect reductions in the Certificate Balance. "Certificate Rate" means [___]% per annum. "Certificate Register" and "Certificate Registrar" means the register maintained and the registrar appointed pursuant to Section 3.4 of the Trust Agreement. "Certificateholder" means the Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent, request, waiver or demand pursuant to any of the Basic Documents, the interest evidenced by any Certificate registered in the name of either Seller, the Servicer or any Person controlling, controlled by, or under common control with, either Seller or the Servicer shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, request or waiver shall have been obtained; provided, however, that in determining whether the Owner Trustee shall be protected in relying upon any such consent, request, waiver or demand, only Certificates that an Authorized Officer of the Owner Trustee knows to be so owned shall be so disregarded. 5 "Certificateholders' Distributable Amount" means for any Distribution Date, the sum of the Certificateholders' Principal Distributable Amount and the Certificateholders' Interest Distributable Amount. "Certificateholders' Interest Carryover Shortfall" means, (a) for the initial Distribution Date, zero, and (b) for any other Distribution Date, the excess of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date, over the amount in respect of interest that was actually deposited in the Certificate Distribution Account on such preceding Distribution Date, plus interest on such excess, to the extent permitted by law, at the Certificate Rate from and including such preceding Distribution Date, to, but excluding, the current Distribution Date. "Certificateholders' Interest Distributable Amount" means, for any Distribution Date, the sum of the Certificateholders' Monthly Interest Distributable Amount for such Distribution Date and the Certificateholders' Interest Carryover Shortfall for such Distribution Date. "Certificateholders' Monthly Interest Distributable Amount" means, for any Distribution Date, one month's interest (or, in the case of the first Distribution Date, interest accrued from and including the Closing Date to, but excluding, such Distribution Date) at the Certificate Rate on the Certificate Balance on the immediately preceding Distribution Date, after giving effect to all distributions of principal to the Certificateholders on or prior to such Distribution Date (or, in the case of the first Distribution Date, the Certificate Balance on the Closing Date). Interest shall be computed on the basis of a 360-day year of twelve 30-day months for purposes of this definition. "Certificateholders' Monthly Principal Distributable Amount" means, for any Distribution Date prior to the Distribution Date on which the Notes have been paid in full, zero; and for any Distribution Date commencing on or after the Distribution Date on which the Notes have been paid in full, 100% of the Principal Distribution Amount for such Distribution Date (less the portion of the Principal Distribution Amount required on the first such Distribution Date to pay the Notes in full). "Certificateholders' Principal Carryover Shortfall" means for any Distribution Date, the sum of (a) the excess of (i) the Certificateholders' Principal Distributable Amount for the preceding Distribution Date, over (ii) the amount in respect of principal that was actually deposited in the Certificate Distribution Account on such Distribution Date and (b) without duplication of clause (a), the unreimbursed portion of the amount by which the Certificate Balance has been reduced pursuant to the second sentence of the definition thereof. 6 "Certificateholders' Principal Distributable Amount" means, for any Distribution Date, the sum of (i) the Certificateholders' Monthly Principal Distributable Amount for such Distribution Date and (ii) the Certificateholders' Principal Carryover Shortfall for such Distribution Date; provided that the Certificateholders' Principal Distributable Amount shall not exceed the Certificate Balance. In addition, on the Certificate Final Scheduled Distribution Date, the principal required to be distributed to Certificateholders will include the lesser of (a) any payments of principal due and remaining unpaid on each Receivable owned by the Issuer as of the last day of the immediately preceding Collection Period and (b) the amount necessary (after giving effect to the other amounts to be deposited in the Certificate Distribution Account on such Distribution Date and allocable to principal) to reduce the Certificate Balance to zero, in either case after giving effect to any required distribution of the Noteholders' Principal Distributable Amount to the Note Distribution Account. "CFAC" means Chase Financial Acceptance Corporation, a Delaware corporation, and any successor thereto. "CFHI" means Chase Financial Holdings, Inc., a Delaware corporation, and any successor thereto. "CFMC" means Chase Financial Management Corporation, an Ohio corporation, and any successor thereto. "Chase" means The Chase Manhattan Bank, a New York banking corporation, and any successor thereto. "Chase Administration Agreement" means the Chase Administration Agreement dated as of September 1, 1997, among the Issuer, Chase and the Indenture Trustee, as the same may be amended and supplemented from time to time. "Chase Administrator" means The Chase Manhattan Bank, as administrator under the Chase Administration Agreement, and its successors and assigns. "Chase Financial Receivables" means those Chase USA Receivables owned by CFAC or CFHI before being sold to Chase USA pursuant to the Purchase and Sale Agreement. "Chase Receivable" means a Receivable transferred by Chase to the Issuer pursuant to Section 2.1. "Chase USA" means Chase Manhattan Bank USA, National Association, a national banking association, or any successor thereto. "Chase USA Receivable" means a Receivable transferred by Chase USA to the Issuer pursuant to Section 2.1. 7 "CIT" means The CIT Group Holdings, Inc., a Delaware corporation. "CITSF" means The CIT Group/Sales Financing, Inc., a Delaware corporation, and its successors in interest as permitted under the Basic Documents. "CITSF Administration Agreement" means the CITSF Administration Agreement dated as of September 1, 1997, among the Issuer, CITSF and the Indenture Trustee, as the same may be amended and supplemented from time to time. "CITSF Administrator" means CITSF, as administrator under the CITSF Administration Agreement, and its successors and assigns. "Class A-1 Interest Rate" means [___]% per annum. "Class A-1 Notes" means $59,500,000.00 aggregate principal amount of Class A-1 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-2 Interest Rate" means [___]% per annum. "Class A-2 Notes" means $119,000,000.00 aggregate principal amount of Class A-2 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-3 Interest Rate" means [___]% per annum. "Class A-3 Notes" means $113,000,000.00 aggregate principal amount of Class A-3 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-4 Interest Rate" means [___]% per annum. "Class A-4 Notes" means $73,000,000.00 aggregate principal amount of Class A-4 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-5 Interest Rate" means [___]% per annum. "Class A-5 Notes" means $132,000,000.00 aggregate principal amount of Class A-5 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-6 Interest Rate" means [___]% per annum. "Class A-6 Notes" means $88,000,000.00 aggregate principal amount of Class A-6 [___] Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-7 Interest Rate" means [___]% per annum. 8 "Class A-7 Notes" means $57,000,000.00 aggregate principal amount of Class A-7 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-8 Interest Rate" means [___]% per annum. "Class A-8 Notes" means $85,000,000.00 aggregate principal amount of Class A-8 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-9 Interest Rate" means [___]% per annum. "Class A-9 Notes" means $61,000,000.00 aggregate principal amount of Class A-9 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Class A-10 Interest Rate" means [___]% per annum. "Class A-10 Notes" means $65,000,000.00 aggregate principal amount of Class A-10 [___]% Asset Backed Notes, substantially in the form of Exhibit B to the Indenture. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other person for whom from time to time a Clearing Agency effects book-entry transfers of securities deposited with the Clearing Agency (including a Foreign Clearing Agency). "Closing Date" means September [ ], 1997. "Code" means the Internal Revenue Code of 1986, as amended. "Collection Account" has the meaning specified in Section 5.1(a)(i). "Collection Period" means each calendar month beginning with September 1997 until Chase Manhattan RV Owner Trust 1997-A shall terminate pursuant to Article IX of the Trust Agreement. "Collections" means all collections in respect of Receivables, including Net Liquidation Proceeds. "Contract Rate" of a Receivable means the annual rate of interest stated in such Receivable. "Corporate Trust Office" shall mean the New York office of the Indenture Trustee or the Wilmington, Delaware office of the Owner Trustee, as applicable. 9 "Cutoff Date" means September 1, 1997. "Cutoff Date Pool Balance" shall be $897,395,285.54. "Dealer" means the dealer which sold a Financed Vehicle and which originated or assisted in the origination of the Dealer Receivable relating to such Financed Vehicle under a Dealer Agreement. "Dealer Agreement" means any agreement and, if applicable, assignment under which Dealer Receivables were originated by or through a Dealer and sold to an Originating Entity. "Dealer Receivable" means a Receivable (other than a Bulk Purchase Receivable) originated with the involvement of a Dealer. "Default" means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. "Deferred Paid-Ahead Amount" means, with respect to any Collection Period and any Precomputed Receivable, the amount, if any, held by the Servicer pursuant to Section 5.2(b) or in the Paid-Ahead Account with respect to such Receivable. "Definitive Notes" means Notes issued in certificated, fully registered form as provided in Section 2.12 of the Indenture. "Definitive Certificates" means Certificates issued in certificated, fully registered form as provided in Section 3.12 of the Trust Agreement. "Delaware Trustee" has the meaning specified in Section 10.1 of the Trust Agreement. "Delinquency Percentage" means, for any Distribution Date, the sum of the outstanding Principal Balances of all Receivables which were 60 days or more delinquent (including Receivables, which are not Liquidated Receivables, relating to Financed Vehicles that have been repossessed), as of the close of business on the last day of the Collection Period immediately preceding such Distribution Date, determined in accordance with the Servicer's normal practices, such sum expressed as a percentage of the Pool Balance as of the close of business on the last day of such Collection Period. "Delivery" when used with respect to Reserve Account Property means: (a)(i) with respect to "certificated securities" within the meaning of Section 8-102(1)(a) of the Relevant UCC not held by the initial Clearing Agency or other "instruments" within the meaning of Section 9-105(1)(i) of 10 the Relevant UCC, (A) physical delivery thereof to the Indenture Trustee or its nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee or its nominee or custodian or endorsed in blank, or, (B) with respect to a certificated security, possession thereof by a financial intermediary (as defined in Section 8-313(4) of the Relevant UCC) and the making by such financial intermediary of entries on its books and records identifying such certificated securities as belonging to the Indenture Trustee or its nominee or custodian and the sending by such financial intermediary of a confirmation of the purchase of such certificated security by the Indenture Trustee or its nominee or custodian, or (ii) with respect to "certificated securities" within the meaning of Section 8-102(4)(a) of the Relevant UCC held by the initial Clearing Agency or by a "custodian bank" within the meaning of Section 8-102(4) of the Relevant UCC (a "Custodian Bank") or a nominee of either subject to the control of the initial Clearing Agency, the delivery thereof to the initial Clearing Agency or a Custodian Bank or a nominee of either subject to the control of the initial Clearing Agency and in bearer form or endorsed in blank by an appropriate person or registered on the books of the issuer thereof in the name of the initial Clearing Agency or its Custodian Bank or a nominee of either and the identification by book-entry or otherwise on the records of the financial intermediary, the sending of a confirmation by the financial intermediary of the purchase by the Indenture Trustee or its nominee or custodian of such securities and the making by such financial intermediary of entries on its books and records identifying such certificated securities as belonging to the Indenture Trustee or its nominee or custodian (all of the foregoing, "Physical Property"), and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Reserve Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; (b) with respect to any United States Securities Entitlement that are maintained in the form of entries on the records of the Federal Reserve System pursuant to Federal book-entry regulations, the following procedures: entries on the records of a member bank of the Federal Reserve System identifying such Reserve Account Property as belonging to a Federal Reserve "depositary" pursuant to applicable Federal regulations and the sending by such depositary of written confirmation of the purchase of such Reserve Account Property to the Indenture Trustee or its nominee or custodian; the making by such depositary of entries in its books and records identifying such Reserve Account Property as belonging to, or otherwise subject to a security interest in favor of, the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect 11 transfer of ownership of any such Reserve Account Property to the Indenture Trustee or its nominee or custodian consistent with changes in applicable law or regulations or the interpretation thereof; and (c) with respect to any item of Reserve Account Property that is an uncertificated security under Article 8 (or VIII, as applicable) of the Relevant UCC and that is not governed by clause (b) above, registration on the books and records of the issuer thereof in the name of the financial intermediary, the sending of a confirmation by the financial intermediary of the purchase by the Indenture Trustee or its nominee or custodian of such uncertificated security, the making by such financial intermediary of entries on its books and records identifying such uncertificated certificates as belonging to the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect transfer of ownership of any such Reserve Account Property to the Indenture Trustee or its nominee or custodian consistent with changes in applicable law or regulations or the interpretation thereof. "Deposit Date" means the Business Day immediately preceding each Distribution Date. "Depositor" means each Seller in its capacity as Depositor under the Trust Agreement. "Depositor Allocation Percentage" means, for purposes of allocating payments and distributions to the Sellers in accordance with the Basic Documents, 12.83% with respect to Chase USA and 87.17% with respect to Chase. "Depository Agreements" mean, collectively, the Certificate Depository Agreement and the Note Depository Agreement. "Determination Date" means the third Business Day prior to a Distribution Date. "Distribution Date" means, in the case of the first Collection Period, October 15, 1997, and in the case of every Collection Period thereafter, the 15th day of the following month, or if the 15th day is not a Business Day, the next following Business Day, commencing with the first Distribution Date. "Duff & Phelps" means Duff & Phelps Credit Rating Company and its successors and assigns. "Eligible Deposit Account" means (a) a separately identifiable deposit account established in the deposit taking department of a Qualified Institution, which, except in the case of the Reserve Account, may be Chase so long as Chase is a 12 Qualified Institution; or (b) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution, which shall, except in the case of the Reserve Account, initially be Chase, and may be maintained with Chase so long as Chase is a Qualified Trust Institution. "Eligible Servicer" means CITSF, Chase, either Trustee or any other Person qualified to act as Servicer of the Receivables under applicable federal and state laws and regulations, which Person services not less than $100,000,000 in outstanding principal amount of recreational vehicle or motor vehicle installment sale contracts. "ERISA" has the meaning specified in Section 11.12 of the Trust Agreement. "Euroclear Operator" means Morgan Guaranty Trust Company of New York, Brussels, Belgium office, in its capacity as the operator of the Euroclear system. "Excluded Administrative Fees" means all Administrative Fees incurred by the Obligors prior to August 18, 1997. "Excluded Forced-Placed Insurance Premiums" means, with respect to any Receivable, any forced-placed insurance premium not included in such Receivable's Principal Balance as of the Cutoff Date. "Excluded Precomputed Amounts" means, with respect to any Precomputed Receivable, any Scheduled Payments due thereon prior to the Cutoff Date. "Executive Officer" means, with respect to any corporation or bank, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation or bank, and with respect to any partnership, any general partner thereof. "Event of Default" means an event specified in Section 5.1 of the Indenture. "Event of Servicing Termination" means an event specified in Section 8.1. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Expenses" has the meaning specified in Section 8.2 of the Trust Agreement. "Farm Credit Entitlement" means a "Security Entitlement" as defined in 12 C.F.R. Section 615.5450. 13 "FDIC" means the Federal Deposit Insurance Corporation or any successor thereto. "FHLBank Entitlement" means a "Security Entitlement" as defined in 12 C.F.R. Section 912.1. "FHLMC" means the Federal Home Loan Mortgage Corporation or any successor thereto. "Financed Vehicle" means, with respect to a Receivable, the new or used Recreational Vehicle, together with all the accessions thereto, securing an Obligor's indebtedness under such Receivable. "Final Scheduled Maturity Date" means the last day of the Collection Period immediately preceding the Certificate Final Scheduled Distribution Date. "FNMA" means the Federal National Mortgage Association or any successor thereto. "Foreign Clearing Agency" means, collectively, CEDEL and the Euroclear Operator. "Funding Corporation Entitlement" means a "Security Entitlement" as defined in 12 C.F.R. Section 1511.1. "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Trust Estate or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. "Holder" or "Holders" means, unless the context otherwise requires, both Certificateholders and Noteholders. "HUD Entitlement" means a "Security Entitlement" as defined in 24 C.F.R. Section 81.2. "Indemnified Parties" has the meaning specified in Section 8.2 of the Trust Agreement. "Indenture" means the Indenture dated as of September 1, 1997, between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time. 14 "Indenture Trustee" means, initially, Norwest Bank Minnesota, National Association, as Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture. "Independent" means, when used with respect to any specified Person, that the person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Sellers and any Affiliate of any of the foregoing persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Sellers or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Sellers or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. "Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an Independent engineer, appraiser or other expert appointed by the Issuer and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Agreement and that the signer is Independent within the meaning thereof. "Insolvency Event" means, for a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver (including any receiver appointed under the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended), liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing. 15 "Insurance Policy" means, with respect to each Receivable, the policy of physical damage and all other insurance covering the related Financed Vehicle or the Obligor. "Interest Accrual Period" means, with respect to any Distribution Date, the period from and including the most recent Distribution Date (or, in the case of the first Distribution Date, the Closing Date) on which interest has been paid to but excluding the following Distribution Date. "Interest Rate" means the rate of interest borne by the Notes of any class. "Investment Earnings" means, with respect to any Distribution Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Collection Account and the Paid-Ahead Account. "Issuer" means Chase Manhattan RV Owner Trust 1997-A, a Delaware business trust, until a successor replaces it and, thereafter, means such successor and, for purposes of any provision contained in the Indenture and required by the TIA, each other obligor on the Notes. "Issuer Order" and "Issuer Request" means a written order or request signed in the name of the Issuer by any of its authorized officers and delivered to the Indenture Trustee. "Lien" means a security interest, lien, charge, pledge or encumbrance of any kind other than tax liens, mechanics' liens or any other liens that attach by operation of law. "Liquidation Expenses" means all reasonable fees of third parties, amounts advanced to satisfy taxes and tax liens and other expenses incurred by the Servicer in the course of converting any defaulted Receivable or Financed Vehicle into cash proceeds (including, without limitation, expenses relating to recovery, repossession, transporting, repair, care, custody, control and resale of such Financed Vehicle), but shall not include expenses customarily deducted by third parties from sale proceeds in connection with sales or other dispositions of recreational vehicles. "Liquidated Receivable" means a defaulted Receivable as to which the Servicer has recovered all amounts that its expects to recover either by sale or disposition of the related Financed Vehicle or otherwise, but in any event a Receivable shall be deemed to become a Liquidated Receivable no later than the date on which the Servicer has received the net proceeds from the sale or disposition of such Financed Vehicle. "Loss" has the meaning specified in the Servicing Agreement. 16 "Military Reservist Relief Act" means the California Military Reservist Relief Act of 1991, as amended. "Monthly Advance" means, with respect to any Distribution Date, any payment made by the Servicer pursuant to Section 5.3 hereof. "Monthly Report" has the meaning assigned in Section 4.8 hereof. The form of Monthly Report is attached as Exhibit B hereto. "Moody's" means Moody's Investors Service, a division of Dun & Bradstreet Corporation, and its successors and assigns. "Net Liquidation Proceeds" means the monies collected by the Servicer (from whatever source) during a Collection Period on a Liquidated Receivable, net of (i) any payments required by law to be remitted to the Obligor and (ii) other expenses customarily deducted by third parties from sales proceeds in connection with sales or other dispositions of recreational vehicles. "Net Loss Ratio" means, for any Distribution Date, an amount, expressed as a percentage, equal to (i) the Aggregate Net Losses for such Distribution Date divided by (ii) the average of the Pool Balances on each of the related Settlement Dates and the last day of the related Collection Period. "New Financed Vehicle" means a Financed Vehicle the model year of which is the year of origination of the related Receivable or a later year. "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class A-4 Note, a Class A-5 Note, a Class A-6 Note, a Class A-7 Note, a Class A-8 Note, a Class A-9 Note or a Class A-10 Note. "Note Depository Agreement" means the agreement among the Issuer, the Indenture Trustee, Chase, as agent for The Depository Trust Company and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Notes, as the same may be amended or supplemented from time to time or any similar agreement with any successor Clearing Agency. "Note Distribution Account" means the account designated as such, established and maintained pursuant to Section 5.1(a)(ii). "Note Final Scheduled Distribution Date" means for (a) the Class A-1 Notes, the October 1998 Distribution Date, (b) the Class A-2 Notes, the August 2000 Distribution Date, (c) the Class A-3 Notes, the February 2002 Distribution Date, (d) the Class A-4 Notes, December 2002 Distribution Date, (e) the Class A-5 Notes, the November 2004 Distribution Date, (f) the Class A-6 Notes, 17 the December 2005 Distribution Date, (g) the Class A-7 Notes, the October 2006 Distribution Date, (h) the Class A-8 Notes, the December 2007 Distribution Date, (i) the Class A-9 Notes, the December 2008 Distribution Date and (j) the Class A-10 Notes, the March 2010 Distribution Date. "Note Owner" means, with respect to a Book-Entry Note, the person who is the owner of beneficial interests in such Book-Entry Note, as reflected on the books of the Clearing Agency or Foreign Clearing Agency, or on the books of a direct or indirect Clearing Agency Participant. "Note Pool Factor" for each class of Notes as of the close of business on a Distribution Date means an eight-digit decimal figure equal to the Outstanding Amount of such class of Notes divided by the original Outstanding Amount of such class of Notes. The Note Pool Factor for each class of Notes will be 1.00000000 as of the Cutoff Date; thereafter, the Note Pool Factor for each class of Notes will decline to reflect reductions in the Outstanding Amount of such class of Notes. "Noteholder" means the Person in whose name a Note is registered on the Note Register. "Noteholders' Distributable Amount" means, for any Distribution Date, the sum of the Noteholders' Principal Distributable Amount and the Noteholders' Interest Distributable Amount for all classes of Notes. "Noteholders' Interest Carryover Shortfall" means, for any Distribution Date for any class of Notes (other than initial Distribution Date), the excess of (x) the Noteholders' Interest Distributable Amount for the preceding Distribution Date for such class of Notes, over (y) the amount in respect of interest that was actually deposited in the Note Distribution Account on such preceding Distribution Date with respect to such class of Notes, plus interest on the amount of interest due but not paid to Noteholders of such class on the preceding Distribution Date, to the extent permitted by law, at the applicable Interest Rate from such preceding Distribution Date through the current Distribution Date. "Noteholders' Interest Distributable Amount" means, for any Distribution Date for any class of Notes, the sum of (x) the Noteholders' Monthly Interest Distributable Amount for such Distribution Date for such class of Notes and (y) the Noteholders' Interest Carryover Shortfall for such Distribution Date for such class of Notes. "Noteholders' Monthly Interest Distributable Amount" means, for any Distribution Date for any class of Notes, one month's interest (or, in the case of the first Distribution Date, interest accrued from and including the Closing Date to but excluding such Distribution Date) at the related Interest Rate on the Outstanding Amount of the Notes of such class on such 18 Distribution Date (or, in the case of the first Distribution Date, on the Closing Date). Interest for purposes of this definition (i) on the Class A-1 Notes shall be computed on the basis of a 360-day year for the actual number of days elapsed and (ii) on the Notes of all other classes shall be computed on the basis of a 360-day year of twelve 30-day months. "Noteholders' Monthly Principal Distributable Amount" means, for any Distribution Date prior to the Distribution Date on which the Notes have been paid in full, 100% of the Principal Distribution Amount for such Distribution Date; and for the Distribution Date on which the Notes are paid in full, the portion of the Principal Distribution Amount for such Distribution Date required to pay the Notes in full. "Noteholders' Principal Carryover Shortfall" means for any Distribution Date, the excess of (x) the Noteholders' Principal Distributable Amount for the preceding Distribution Date over (y) the amount in respect of principal that was actually deposited in the Note Distribution Account on such Distribution Date. "Noteholders' Principal Distributable Amount" means, for any Distribution Date, the sum of (i) the Noteholders' Monthly Principal Distributable Amount for such Distribution Date and (ii) the Noteholders' Principal Carryover Shortfall for such Distribution Date; provided that the Noteholders' Principal Distributable Amount shall not exceed the Outstanding Amount of the Notes. In addition, on the Note Final Scheduled Distribution Date of each class of Notes, the principal required to be deposited in the Note Distribution Account will include the amount necessary (after giving effect to the other amounts to be deposited in the Note Distribution Account on such Distribution Date and allocable to principal) to reduce the Outstanding Amount of such class of Notes to zero. "Note Register" and "Note Registrar" have the meanings specified in Section 2.4 of the Indenture. "Obligor" on a Receivable means the purchaser or the co-purchasers of the Financed Vehicle purchased in part or in whole by the execution and delivery of such Receivable or any other Person who owes or may be liable for payments under such Receivable. "Officer's Certificate" means a certificate signed by the chairman of the board, the president, the treasurer, the controller, any executive or senior vice president or any vice president of a Seller or the Servicer, as appropriate, meeting the requirements of Section 11.1 of the Indenture. "Opinion of Counsel" means a written opinion of counsel (who may be counsel to a Seller or the Servicer) reasonably acceptable in form and substance to the Indenture Trustee, meeting the requirements of Section 11.1 of the Indenture (or in 19 the case of an Opinion of Counsel delivered to the Owner Trustee, reasonably acceptable in form and substance to the Owner Trustee). "Optional Purchase Amount" means an aggregate of the following amounts calculated for each Receivable (other than any Liquidated Receivable) as of the close of business on the last day of the Collection Period as of which the Servicer exercises its option to purchase the Owner Trust Estate pursuant to Section 9.1(a): (i) its Actual Principal Balance, plus (ii) one-month's interest on its Actual Principal Balance as of the related Settlement Date accrued at a rate equal to the greater of (A) the weighted average Contract Rate of the Receivables (based on their Actual Principal Balances as of such Settlement Date) and (B) the sum of the Certificate Rate and the Servicing Fee Rate, minus (iii) all Collections of (or allocable to) interest on each such Receivable received during such Collection Period (including from any Applied Paid-Ahead Amounts or Repurchase Amounts) and deposited into the Collection Account. "Originating Entity" means, with respect to any Receivable, other than a Bulk Purchase Receivable, the Affiliate of CFAC, Chase, Chase USA or a predecessor of any of them who originated such Receivable, and, with respect to a Bulk Purchase Receivable, the Person who originated such Receivable. "Outstanding" means, when used with respect to Notes, as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except: (a) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation; (b) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes (provided that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made); and (c) Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; provided that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, either Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that an Authorized Officer of the Indenture Trustee either actually knows to be so owned or has received written notice that such Note is so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, a Seller, the Servicer or any Affiliate of the foregoing Persons. "Outstanding Amount" means, when used with respect to Notes, as of any date of determination, the aggregate principal 20 amount of all Notes, or a class of Notes, as applicable, Outstanding as of such date. "Owner Trust Estate" means all right, title and interest of the Issuer in and to the property and rights assigned to the Issuer pursuant to Article II of this Agreement, all funds on deposit from time to time in the Trust Accounts (other than the Note Distribution Account) and all other property of Issuer from time to time, including any rights of the Owner Trustee and the Issuer pursuant to this Agreement. "Owner Trustee" means Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder. "Paid-Ahead Account" means the account designated as such, established and maintained pursuant to Section 5.1(a)(iii). "Paid-Ahead Amount" means, with respect to any Collection Period and a Precomputed Receivable, any amount collected on such Precomputed Receivable in excess of the sum of (i) the Scheduled Payment due on such Precomputed Receivable during such Collection Period and (ii) any past due Scheduled Payments from prior Collection Periods received during such Collection Period but not representing a Principal Prepayment in full of such Receivable. "Paying Agent" means: (a) when used in the Indenture or otherwise with respect to the Notes, the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Indenture Trustee to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer; and (b) when used in the Trust Agreement or otherwise with respect to the Certificates, the Owner Trustee or any other paying agent or co-paying agent appointed pursuant to Section 3.9 of the Trust Agreement, and in the case of the Indenture with respect to the Notes, and the Trust Agreement with respect to the Certificates, such Paying Agent shall initially be the corporate trust office of Chase. "Payment Shortfall" means (i) with respect to any Simple Interest Receivable and any Collection Period, the excess of (A) the product of (1) one-twelfth of the Contract Rate of such Receivable and (2) the Principal Balance of such Receivable as of the related Settlement Date (or, in the case of the first Collection Period, as of the Cutoff Date) over (B) the amount of interest, if any, collected on such Receivable during the related Collection Period and (ii) with respect to any Precomputed Receivable and any Collection Period, the excess of (A) the Scheduled Payment due on such Precomputed Receivable during the related Collection Period over (B) the amount with respect to 21 such payment collected on such Receivable (including any Applied Paid-Ahead Amounts with respect to such Collection Period). "Permitted Investments" means, at any time, any one or more of the following obligations, securities (certificated or uncertificated) or instruments (excluding any security with the "r" symbol attached to its rating): (i) obligations of the United States of America or any agency thereof; provided such obligations are backed by the full faith and credit of the United States of America; (ii) general obligations of or obligations guaranteed as to the timely payment of interest and principal by any state of the United States of America or the District of Columbia then rated "A-1+" or "AAA" by Standard & Poor's, "D-1+" by Duff & Phelps (if rated by Duff & Phelps) and P-1+ or Aaa by Moody's; (iii) commercial paper which is then rated P-1 by Moody's, "D-1+" by Duff & Phelps (if rated by Duff & Phelps) and "A-1+" by Standard & Poor's; (iv) certificates of deposit, demand or time deposits, federal funds or banker's acceptances issued by any depository institution or trust company (including the Owner Trustee acting in its commercial banking capacity) incorporated under the laws of the United States or of any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America and subject to supervision and examination by federal or state banking authorities which short term unsecured deposit obligations of such depository institution or trust company are then rated P-1 by Moody's, "D-1+" by Duff & Phelps (if rated by Duff & Phelps) and "A-1+" by Standard & Poor's; (v) demand or time deposits of, or certificates of deposit issued by, any bank, trust company, savings bank or other savings institution so long as such deposits or certificates of deposit are fully insured by the FDIC; (vi) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation the short term unsecured debt or deposits of which are rated P-1 by Moody's, "D-1+" by Duff & Phelps (if rated by Duff & Phelps) and "A-1+" by Standard & Poor's or the long-term unsecured debt of which are rated Aaa by Moody's and "AAA" by Standard & Poor's; (vii) repurchase obligations with respect to any security described in clauses (i) or (ii) herein or any 22 other security issued or guaranteed by the FHLMC, FNMA or any other agency or instrumentality of the United States of America which is backed by the full faith and credit of the United States of America, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in (iv) above; (viii) investments in money market funds, which funds (A) are not subject to any sales, load or other similar charge; and (B) are rated at least "AAAM" or "AAAM-G" by Standard & Poor's, "D-1+" by Duff & Phelps (if rated by Duff & Phelps) and Aaa by Moody's; (ix) such other investments where either (A) the short-term unsecured debt or deposits of the obligor on such investments are rated "A-1+" by Standard & Poor's, "D-1+" by Duff & Phelps (if rated by Duff & Phelps) and P-1 by Moody's; and (x) any other obligation or security satisfying the Rating Agency Condition; Permitted Investments include money market mutual funds (so long as such fund has the ratings specified in clause (viii) hereof), including, without limitation, the VISTA U.S. Government Money Market Fund or any other fund for which Chase, the Owner Trustee or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) Chase, Norwest Bank Minnesota, National Association, Wilmington Trust Company or an Affiliate thereof charges and collects fees and expenses from such funds for services rendered, (ii) Chase, Norwest Bank Minnesota, National Association, Wilmington Trust Company or an Affiliate thereof charges and collects fees and expenses for services rendered pursuant to this Agreement, and (iii) services performed for such funds and pursuant to this Agreement may converge at any time. The Indenture Trustee specifically authorizes Chase, Norwest Bank Minnesota, National Association, Wilmington Trust Company or an Affiliate thereof to charge and collect all fees and expenses from such funds for services rendered to such funds (but not to exceed investment earnings), in addition to any fees and expenses Chase, Norwest Bank Minnesota, National Association, or Wilmington Trust Company, as applicable, may charge and collect for services rendered pursuant to this Agreement. "Person" means a legal person, including any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 23 "Physical Property" has the meaning specified in the definition of "Delivery" above. "Pool Balance" as of any date of determination means the aggregate Principal Balance of the Receivables, calculated as of the close of business on such date. "Precomputed Receivable" means (i) any Receivable under which the portion of a payment allocable to earned interest (which may be referred to in the related Receivable as an add-on finance charge) and the portion allocable to the Amount Financed is determined according to the sum of periodic balances or the sum of monthly balances or any equivalent method or (ii)any monthly actuarial Receivables. "Predecessor Note" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. "Principal Balance" means, as of the close of business on the last day of a Collection Period, (a) with respect to a Precomputed Receivable, the Amount Financed minus the sum of (i) that portion of all Scheduled Payments due on or prior to such day allocable to principal using the actuarial method, (ii) any payment of the Repurchase Amount with respect to the Precomputed Receivable allocable to principal using the actuarial method and (iii) any Principal Prepayment applied to reduce the Principal Balance of the Precomputed Receivable in full and (b) with respect to a Simple Interest Receivable, the Amount Financed minus the sum of (i) the portion of all payments made by or on behalf of the related Obligor on or prior to such day and allocable to principal using the Simple Interest Method and (ii) any payment of the Repurchase Amount with respect to the Simple Interest Receivable allocable to principal using the Simple Interest Method, in each case without giving effect to any adjustments due to bankruptcy or similar proceedings. "Principal Distribution Amount" means, for each Distribution Date, an amount equal to the sum of the following amounts with respect to the related Collection Period, in each case calculated in accordance with the method specified in each Receivable, (i) (A) all payments of principal (including all Principal Prepayments applied during the related Collection Period as described below) made on each Simple Interest Receivable during the related Collection Period and (B) that portion of the Scheduled Payments due during such Collection Period allocable to principal using the actuarial method with respect to each Precomputed Receivable (or the Principal Balance thereof if such Precomputed Receivable is prepaid in full during such Collection Period), (ii) the Principal Balance of each 24 Repurchased Receivable and (iii) the Principal Balance of each Receivable that became a Liquidated Receivable during the related Collection Period; provided, however, that (x) payments of principal (including Principal Prepayments) with respect to a Repurchased Receivable received after the last day of the Collection Period in which the Receivable became a Repurchased Receivable shall not be included in the Principal Distribution Amount and (y) if a Liquidated Receivable is purchased by a Seller or the Servicer pursuant to this Agreement on the Deposit Date immediately following the Collection Period in which it became a Liquidated Receivable, no amount will be included with respect to such Receivable in the Principal Distribution Amount pursuant to clause (iii) above. Principal Prepayments with respect to Simple Interest Receivables will be treated as collections for the Collection Period in which they are received, and Principal Prepayments with respect to Precomputed Receivables will be deposited into the Paid-Ahead Account or retained by the Servicer pursuant to Section 5.2(b) and treated as collections for the Collection Period in which the related Scheduled Payment was due. "Principal Prepayment" means a payment or other recovery of principal on a Receivable (including insurance proceeds and Net Liquidation Proceeds applied to principal on a Receivable) which is received in advance of its due date. "Proceeding" means any suit in equity, action or law or other judicial or administrative proceeding. "Purchase and Sale Agreement" means the Purchase and Sale Agreement, dated as of August 20, 1997, among CFAC, CFHI and Chase USA, as the same may be amended and supplemented from time to time. "Qualified Institution" means a depository institution organized under the laws of the United States of America or any one of the States thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or one of the States thereof and subject to supervision and examination by federal or state banking authorities which at all times has the Required Deposit Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC. "Qualified Trust Institution" means an institution organized under the laws of the United States of America or any one of the States thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or one of the States thereof and subject to supervision and examination by federal or state banking authorities which at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) has not less than one billion dollars in assets under fiduciary management, and (iii) has a long term deposits rating of not less 25 than "BBB-" by Standard & Poor's, "BBB-" by Duff & Phelps (if rated by Duff & Phelps) and Baa3 by Moody's. "Rating Agency" means any of Standard & Poor's, Moody's or Duff & Phelps. "Rating Agency Condition" means, with respect to any action or event, that each Rating Agency shall have notified the Sellers, the Servicer, the Indenture Trustee and the Owner Trustee, in writing, that such action or event will not result in reduction or withdrawal of any then outstanding rating of any outstanding Note or Certificate with respect to which it is the Rating Agency. "Receivable" means a retail installment sale contract or purchase money promissory note or other promissory note and security agreement executed by an Obligor in respect of a Financed Vehicle, and all proceeds thereof and payments thereunder (other than (i) Excluded Precomputed Amounts, (ii) Excluded Administrative Fees and (iii) Excluded Force-Placed Insurance Premiums), which Receivable shall be identified on Schedule A-1 or Schedule A-2 to this Agreement. "Receivable Files" means, the documents specified in Section 3.3, together with all other documents or records that the Servicer shall add to such documents from time to time in accordance with its customary procedures. "Receivables Pool" means the pool of Receivables included in the Trust. "Record Date" means, with respect to any Distribution Date, the Business Day prior to such Distribution Date unless Definitive Notes or Definitive Certificates are issued, in which case, Record Date, with respect to such Definitive Notes or Definitive Certificates, as applicable, shall mean the last day of the immediately preceding calendar month. "Recreational Vehicle" means new or used motor homes, travel trailers and other types of recreational vehicles. "Relevant UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction. "Relief Act Reduction" shall mean the reduction of the rate of interest payable on any Receivable to a rate below the Contract Rate pursuant to the Soldiers' and Sailors' Civil Relief Act or the Military Reservist Relief Act. "Repurchase Amount" of a Repurchased Receivable (other than a Receivable purchased by the Servicer pursuant to Section 9.1(a))means the sum of, as of the last day of the Collection Period as of which the repurchase of such Receivable is deemed to be effective, (i) its Actual Principal Balance plus (ii) Accrued Interest thereonto such last day. 26 "Repurchased Receivable" means a Receivable repurchased by a Seller pursuant to Section 3.2 or purchased by the Servicer pursuant to Section 4.6 or 9.1(a). "Required Deposit Rating" shall be a short-term certificate of deposit rating from Moody's of P-1, from Duff & Phelps of "D-1" (if rated by Duff & Phelps) and from Standard & Poor's of "A-1+," and a long-term unsecured debt rating of not less than Aa3 by Moody's and "AA-" by Standard & Poor's. "Reserve Account" means the account designated as such, established and maintained pursuant to Section 5.6. "Reserve Account Initial Deposit" means an amount equal to $13,460,929.28. "Reserve Account Property" means all amounts and investments held from time to time in the Reserve Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the Reserve Account Initial Deposit and all proceeds of the foregoing. "Reserve Account Transfer Amount" means, for any Distribution Date, an amount equal to the lesser of (a) the Available Reserve Account Amount for such Distribution Date and (b) the amount, if any, by which the sum of the amounts set forth in clauses (i) through (v) of Section 5.5(c), exceeds the Available Amount for such Distribution Date. "Responsible Officer" means, (i) with respect to any Trustee, any officer within the Corporate Trust Office of such Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary, and (ii) with respect to the Servicer, the President, any Vice President, Assistant Vice President, Secretary, Assistant Secretary, or in the case of clauses (i) and (ii), any other officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Sale Proceeds" has the meaning specified in Section 9.1(b). "Sallie Mae Entitlement" means a "Security Entitlement" as defined in 31 C.F.R. Section 354.1. "Scheduled Payment" means, with respect to a Precomputed Receivable, that portion of the payment required to be made by the Obligor during each Collection Period sufficient to amortize the Principal Balance of such Receivable under the related actuarial method over the term of the Receivable and to provide interest at the related Contract Rate. When Scheduled 27 Payment is used with reference to a Collection Period, it means the payment which is due during such Collection Period. "Schedule of Receivables" means, collectively, Schedules A-1 and A-2 attached hereto. "Securities Act" means the Securities Act of 1933, as amended. "Sellers" means collectively, Chase USA, in its capacity as the seller of the Chase USA Receivables under this Agreement, and each successor to Chase USA (in the same capacity) pursuant to Section 6.3 and Chase in its capacity as the seller of the Chase Receivables under this Agreement, and each successor to Chase (in the same capacity) pursuant to Section 6.3. "Servicer" means CITSF in its capacity as servicer of the Receivables under this Agreement, and each successor to The CIT Group/Sales Financing, Inc. (in the same capacity) pursuant to Section 7.3. "Servicer's Certificate" means a certificate, substantially in the form of Exhibit A attached hereto, completed and executed by the Servicer by its chairman of the board, the president, treasurer, controller or any executive, senior vice president or vice president pursuant to Section 4.8. "Servicer Payment" with respect to any Distribution Date, means an amount equal to the sum of the reimbursement then due to the Servicer for outstanding Monthly Advances pursuant to Section 5.3 and the Servicing Fee for such Distribution Date (including any unpaid Servicing Fees for prior Distribution Dates). "Servicing Agreement" means the Servicing Agreement, dated May 9, 1997, as amended and restated as of September 15, 1997, and as such agreement may be further amended, among the Sellers, CFHI, CFAC and the Servicer, a copy of which is attached hereto as Exhibit D. "Servicing Fee" with regard to a Collection Period means the fee payable to the Servicer for services rendered during such Collection Period, determined pursuant to Section 4.7. "Servicing Fee Rate" means .50%. "Servicing Officer" means any officer of the Servicer involved in, or responsible for, the administration and servicing of Receivables whose name appears on a list of servicing officers appearing in an Officers' Certificate furnished to the Issuer by the Servicer, as the same may be amended from time to time. "Settlement Date" means, with respect to any Collection Period, the last day of the Collection Period immediately 28 preceding such Collection Period, and with respect to any Distribution Date, the last day of the second Collection Period preceding the Collection Period in which such Distribution Date occurs. "Simple Interest Method" means the method of allocating a fixed level payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the period of time elapsed since the preceding payment of interest was made and the remainder of such payment is allocable to principal. "Simple Interest Receivable" means any Receivable under which the portion of a payment allocable to interest and the portion allocable to principal is determined in accordance with the Simple Interest Method. "Soldiers' and Sailors' Civil Relief Act" means the Soldiers' and Sailors' Civil Relief Act of 1940, as amended. "Specified Reserve Account Balance" means for each Distribution Date an amount equal to 2.00% (except as described in the following sentence) of the Pool Balance as of the related Settlement Date with respect to such Distribution Date, but in any event not less than the lesser of (i) $8,973,952.86 and (ii) such Pool Balance. Notwithstanding the foregoing, if for any Distribution Date (commencing with the Distribution Date in December 1997) (x) the Average Net Loss Ratio exceeds 1.75% or (y) the Average Delinquency Percentage exceeds 2%, then the Specified Reserve Account Balance shall be 3%; provided, that, the Specified Reserve Account Balance will revert back to the amounts specified in the first sentence above if, for any three consecutive Distribution Dates, clauses (x) and (y) above are not triggered. Upon written notification to the Indenture Trustee by the Sellers, the Specified Reserve Account Balance may be reduced to a lesser amount as determined by the Sellers, so long as such reduction satisfies the Rating Agency Condition. "Standard & Poor's" means Standard & Poor's Ratings Services, and its successors and assigns. "Treasury Entitlement" means a "Security Entitlement" as defined in 31 C.F.R. Section 357.2. "Treasury Regulations" means the treasury regulations promulgated under the Code. "Trust Accounts" means, collectively, the Certificate Distribution Account, the Collection Account, the Note Distribution Account, the Paid-Ahead Account and the Reserve Account. "Trust Agreement" means the Amended and Restated Trust Agreement dated as of September 1, 1997, among the Sellers and 29 the Owner Trustee, as the same may be amended and supplemented from time to time. "Trust Estate" means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the Noteholders (including all property and interests Granted to the Indenture Trustee), including all proceeds thereof and the Reserve Account. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided. "Trustees" means, collectively, the Indenture Trustee and the Owner Trustee. "United States Securities Entitlement" means a Treasury Entitlement, a HUD Entitlement, a FHLBank Entitlement, a Funding Corporation Entitlement, a Farm Credit Entitlement or a Sallie Mae Entitlement. "Used Financed Vehicle" means a Financed Vehicle the model year of which is earlier than the year of origination of the related Receivable. SECTION 1.2. Usage of Terms. With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to "writing" include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term "including" means "including without limitation." All references herein to Articles, Sections, Subsections and Exhibits are references to Articles, Sections, Subsections and Exhibits contained in or attached to this Agreement unless otherwise specified, and each such Exhibit is part of the terms of this Agreement. SECTION 1.3. Methods of Allocating Payments on Receivables; Allocations. All allocations of payments to principal and interest and determinations of periodic charges and the like on the Simple Interest Receivables shall be based on a year with the actual number of days in such year and twelve months with the actual number of days in each such month. Allocations of payments to principal and interest on the Precomputed Receivables shall be based on the related add-on financed charge and related precomputed scheduled payment calculated in accordance with the Precomputed Method set forth in the related Receivable. 30 Each payment on a Receivable shall be applied in the manner described in Section 6.15 of the Servicing Agreement; provided, however, that the Servicer shall apply any Net Liquidation Proceeds on any Liquidated Receivable to pay Accrued Interest on such Receivable and then to reduce the Actual Principal Balance of such Receivable before applying any such amounts to any Excluded Forced-Placed Insurance Premiums or any other amounts outstanding with respect to such Receivable. ARTICLE II CONVEYANCE OF RECEIVABLES SECTION 2.1. Conveyance of Receivables. In consideration of the Issuer's delivery of the Notes and the Certificates to and upon the order of the Sellers (allocated between the Sellers in accordance with Schedule C hereto), each Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer, without recourse (subject to each Seller's obligations herein): (i) all right, title, and interest of such Seller in, to and under the Chase USA Receivables listed in Schedule A-1 hereto (in the case of Chase USA) and in, to and under the Chase Receivables listed in Schedule A-2 hereto (in the case of Chase), all proceeds thereof and (A) in the case of any Simple Interest Receivables conveyed by it, all amounts and monies received thereon on and after the Cutoff Date and (B) in the case of any Precomputed Receivables conveyed by it, all amounts and monies due thereon on and after the Cutoff Date and any Deferred Paid-Ahead Amounts with respect thereto (including in the case of such Seller proceeds of the repurchase by such Seller of the related Receivables pursuant to Section 3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1), together with the interest of such Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (ii) all right, title and interest of such Seller in any Net Liquidation Proceeds and in any Insurance Policies; (iii) all right, title and interest of such Seller in any proceeds from Dealer repurchase obligations relating to the Receivables; and (iv) all proceeds (as defined in the Relevant UCC) of the foregoing. In connection with such sale, each Seller agrees to record and file, at its own expense, financing statements with respect to the Receivables conveyed by it for the sale of 31 accounts and chattel paper meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of such Receivables to the Issuer. The Sellers shall deliver (or cause to be delivered) to the Owner Trustee, with copies to the Servicer, filed stamped copies of, or filing receipts for, any such financing statements. It is the intention of each Seller and the Issuer that the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any liens and encumbrances, from such Seller to the Issuer and that the Receivables conveyed by it not be part of such Seller's estate in the event of an insolvency. In the event that such conveyance is deemed to be a pledge to secure a loan, each Seller hereby grants to the Issuer a first priority perfected security interest in all of such Seller's right, title and interest in, to and under the items of property listed in clauses (i) through (iii) above, and in all proceeds (as defined in the Relevant UCC) of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. SECTION 2.2. Closing. The conveyance of the Receivables shall take place at the offices of Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New York, New York on the Closing Date, simultaneously with the closing of the transactions contemplated by the underwriting agreements related to the Notes and the Certificates and the other Basic Documents. Upon the acceptance by the Sellers of the Notes and the Certificates, the ownership of each Receivable and the contents of the related Receivable File will be vested in the Issuer, subject only to the lien of the Indenture. ARTICLE III THE RECEIVABLES SECTION 3.1. Representations and Warranties of the Sellers; Conditions Relating to the Receivables. (a) Each Seller makes the following representations and warranties as to the Receivables conveyed by it, on which (i) the Issuer shall rely in acquiring such Receivables and (ii) the Servicer shall rely in acquiring any Repurchased Receivables. Such representations and warranties shall speak as of the Cutoff Date unless otherwise specified, but shall survive the sale, transfer, and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. (i) Schedule of Receivables. The information set forth in Schedules A-1 and A-2 hereto is true and correct in all material respects, and the Receivables 32 consist of all receivables owned by such Seller which meet the selection criteria specified herein. (ii) Good Title. Immediately prior to the transfer and assignment of the Receivables conveyed by it to the Issuer herein contemplated, such Seller had good and marketable title to each such Receivable free and clear of all Liens and rights of others; and, immediately upon the transfer thereof, the Issuer has either (i) good and marketable title to each such Receivable, free and clear of all Liens and rights of others, other than the Lien of the Indenture Trustee under the Indenture, and the transfer has been perfected under applicable law or (ii) a first priority perfected security interest in each such Receivable and the proceeds thereof. (b) Each Receivable conveyed by such Seller hereunder satisfies the following conditions on the Cutoff Date unless otherwise specified, on which (i) the Issuer shall rely in acquiring such Receivables and (ii) the Servicer shall rely in acquiring any Repurchased Receivables, and such conditions shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. (i) Origination. Each such Receivable (A) was originated by a Dealer and acquired by an Originating Entity from such Dealer in the ordinary course of business, (B) was originated by an Originating Entity directly or (C) was a Bulk Purchase Receivable, and in each case was originated in one of the states of the United States (or the District of Columbia); (ii) Security. Each such Receivable is secured by a Financed Vehicle; (iii) Direct or Indirect Receivable. Each such Receivable was originated (A) in the form of a retail installment sales contract with a Dealer or a purchase money loan from an Originating Entity through a Dealer located in one of the states of the United States (or the District of Columbia) or (B) without the involvement of a Dealer for the financing of a Financed Vehicle, and in each case was fully and properly executed by the parties thereto; (iv) Valid Transfer. (A) In the case of any such Receivable originated with the involvement of a Dealer, if in the form of a retail installment sales contract, such Receivable was purchased by an Originating Entity from the originating Dealer and was validly assigned by such Dealer to such Originating Entity and (B) in the case of a Chase Financial Receivable, such Receivable was purchased by Chase USA from CFAC or CFHI, and was validly assigned by CFAC or 33 CFHI, as applicable, to Chase USA pursuant to the Purchase and Sale Agreement; (v) No Waivers. No provision of any such Receivable has been waived, altered or modified in any respect, except by instruments or documents contained in the related Receivables File; (vi) Binding Obligation. Each such Receivable is a legal, valid and binding obligation of the related Obligor and is enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors' rights; (vii) No Defenses. As of the Cutoff Date, such Seller had no knowledge of any facts which would give rise to any right of rescission, setoff, counterclaim or defense or of the same being asserted or threatened with respect to any such Receivable; (viii) Insurance. The Obligor on each such Receivable is required to maintain physical damage insurance covering the related Financed Vehicle in accordance with its terms; (ix) Lawful Assignment. No such Receivable was originated in or is subject to the laws of any jurisdiction whose laws would prohibit (A) the transfer of such Receivable to the Issuer pursuant to this Agreement, (B) the ownership of such Receivable by the Issuer or (C) the pledge by the Issuer of such Receivable to the Indenture Trustee; (x) Compliance with Law. Each such Receivable complies with all requirements of applicable federal, state and local laws and regulations in all material respects; (xi) Receivable in Force. No such Receivable has been satisfied, subordinated in whole or in part or rescinded, and no Financed Vehicle has been released from the security interest of such Receivable in whole or in part; (xii) Valid Security Interest. Each such Receivable creates a valid and enforceable first priority security interest in favor of the related Originating Entity in the Financed Vehicle covered thereby, such security interest is assignable by the related Originating Entity to such Seller and by such Seller to the Issuer, and all necessary action with respect to such Receivable has been taken to perfect the security interest in the related Financed Vehicle in favor of the related Originating Entity; 34 (xiii) Capacities of Parties. All parties to each such Receivable had capacity to execute such Receivable; (xiv) [Reserved]; (xv) No Defaults. As of the Cutoff Date, such Seller had no knowledge that a default, breach, violation or event permitting acceleration under any such Receivable existed; such Seller had no knowledge that an event which with notice and the expiration of any grace or cure period would constitute a default, breach, violation or event permitting acceleration under such Receivable existed (except for payment delinquencies permitted as described herein), and such Seller has not waived any of the foregoing (except for payment delinquencies permitted); (xvi) No Liens. As of the Cutoff Date, such Seller had no knowledge of any Liens or claims which have been filed for work, labor or materials affecting a Financed Vehicle securing any such Receivable, which are or may be liens prior to or equal or coordinate with the security interest of such Receivable; (xvii) Equal Installments. Each such Receivable is a fully amortizing loan with interest at the stated Contract Rate, provides for level payments over the term of such Receivable and is either a Simple Interest Receivable or a Precomputed Receivable; (xviii) Enforceability. Each such Receivable contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the related collateral (except as may be limited by creditors' rights generally); (xix) Obligor Not a Governmental Entity. No Obligor to any such Receivable is the United States of America or any state or any agency, department, instrumentality or political subdivision thereof; (xx) Obligor Not a Relief Act Obligor. If the Obligor to any such Receivable is in the military (including an Obligor who is a member of the National Guard or is in the reserves) and such Receivable is subject to the Soldiers' and Sailors' Civil Relief Act of 1940, or the Military Reservist Relief Act, such Obligor has not made a claim to such Seller for a Relief Act Reduction; (xxi) One Original. There is only one original executed copy of each such Receivable, which, prior to the execution of this Agreement, was delivered to the Servicer on behalf of the Issuer; 35 (xxii) Receivable is Chattel Paper. Each such Receivable is "chattel paper" as defined in the New York and Ohio Uniform Commercial Codes; (xxiii) Obligor Not Subject to Bankruptcy Proceedings. No Obligor of any such Receivable has been identified on the computer files of such Seller as being in bankruptcy proceedings as of the Cutoff Date; (xxiv) No Overdue Payments. Each such Receivable had no payment that was more than 60 days past due as of the Cutoff Date; (xxv) No Repossessions. Each such Receivable was secured by a Financed Vehicle that, on the Cutoff Date, had not been repossessed without reinstatement of such Receivable; and (xxvi) Maturity of Receivables. Each such Receivable had a remaining maturity of not less than one month nor greater than 236 months. SECTION 3.2. Repurchase Upon Breach or Failure of a Condition. Each Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by such Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee of either any breach of a Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially adversely affects the Holders' interest in the related Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the related Seller's option, the last day of the Collection Period in which such discovery occurred or in which the related Seller received notice of such breach) the Seller who conveyed such Receivable to the Issuer shall repurchase such Receivable (together with any Deferred Paid-Ahead Amounts thereon) the Holders' interest in which was materially adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, any such Seller shall remit the Repurchase Amount of such Receivable on the Deposit Date next succeeding such last day in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of any Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require such Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Sellers to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the related Seller of any 36 breached representation or warranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement. For administrative convenience, if Chase is obligated pursuant to this Section 3.2 to repurchase a Chase Receivable from the Issuer, Chase USA, at its option, may satisfy Chase's obligation by repurchasing such Receivable upon the same terms as if Chase had repurchased such Receivable. SECTION 3.3. Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer, upon the execution and delivery of this Agreement, agrees to appoint the Servicer as initial custodian of the following documents or instruments (the "Receivable Files") which are hereby constructively delivered to the Issuer with respect to each Receivable: (i) the original executed Receivable; and (ii) any and all other documents or records that the related Seller actually maintained in such file in accordance with its customary procedures, relating to a Receivable, an Obligor or a Financed Vehicle. The Servicer hereby agrees to act as custodian and as agent for the Issuer hereunder. The Servicer acknowledges that it holds the Receivable Files actually delivered by the Sellers for the benefit of the Issuer. The Issuer shall have no responsibility to monitor the Servicer's performance as custodian and shall have no liability in connection with the Servicer's performance of such duties hereunder. SECTION 3.4. Duties of Servicer as Custodian. (a) Safekeeping. The Servicer, in its capacity as custodian, shall hold, or shall cause Andrews or another third-party custodian reasonably acceptable to the Sellers to hold, the Receivable Files on behalf of the Issuer for the use and benefit of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to the Receivables as shall enable the Trustees to comply with their obligations pursuant to this Agreement and the other Basic Documents. As custodian, the Servicer shall have and perform the following powers and duties or shall cause Andrews or such other third-party custodian to: (i) hold the Receivable Files on behalf of the Issuer, maintain accurate records pertaining to each Receivable to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Receivable Files held by it under this Agreement and certify to the 37 Issuer annually that it continues to maintain possession of such Receivable Files; (ii) implement policies and procedures in writing and signed by an appropriate officer of the Servicer, with respect to persons authorized to have access to the Receivable Files on the Servicer's or any third-party custodian's premises, and the receipting for Receivable Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Receivable Files on behalf of the Issuer. In performing its duties under this Section 3.4, the Servicer agrees to act with reasonable care, consistent with the same degree of skill and care that it exercises with respect to similar contracts serviced by it for its own account, except as otherwise set forth in the next succeeding paragraph. The Servicer shall promptly report to the Issuer in writing any material failure by it or any third-party custodian to hold the Receivable Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Receivable Files, the Servicer agrees further not to assert any beneficial ownership interests in the Receivables or the Receivable Files. The Servicer agrees to indemnify the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expense of any kind whatsoever which may be imposed on, incurred by or asserted against the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Receivable Files; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the negligence or willful misconduct of the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee or the Indenture Trustee. Any original documents relating to the Receivables held by the Servicer shall be maintained in fire-proof files, except those documents held by Andrews or by another third-party custodian which does not offer fire-proof storage. The Servicer shall exercise reasonable care in handling and delivering the documents in its files relating to the Receivables. The Servicer shall maintain the privacy of the Obligors in accordance with all applicable governmental rules. The Servicer shall retain the information on its computer systems relating to the Receivables and other data and records (including, without limitation, computerized records) relating directly to or maintained in connection with the servicing of the Receivables at the address of the Servicer, or upon thirty (30) days' advance notice to the Sellers, the Owner Trustee and the Indenture Trustee at such other place where the servicing offices of the Servicer are located and shall be readily separable from the other files or property of the Servicer. 38 (b) Maintenance of and Access to Records. The Servicer, in its capacity as custodian, agrees to maintain the Receivable Files at its office in the State of Oklahoma, or at such of its offices, or, at the Servicer's sole expense, at the offices of Andrews or of any other third-party custodian reasonably acceptable to the Sellers, as shall from time to time be identified to the Issuer by written notice. The Servicer, in its capacity as custodian, may temporarily move individual Receivable Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures, but shall promptly return such Receivable File as soon as practicable after it is no longer needed for such purpose. The Servicer, in its capacity as custodian, shall make available to either Seller, the Indenture Trustee or the Owner Trustee, or their respective duly authorized representatives, attorneys or auditors, the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as either Seller, the Indenture Trustee or Owner Trustee shall reasonably instruct which do not unreasonably interfere with the Servicer's normal operations or customer or employee relations. (c) Release of Documents. (i) Upon written instruction from the Indenture Trustee (or, if the Notes have been paid in full, from the Owner Trustee), the Servicer shall release any document in the Receivable Files to the Indenture Trustee or the Owner Trustee, as the case may be, its agent or its designee at such place or places as such Person may reasonably designate as soon as reasonably practicable to the extent it does not unreasonably interfere with the Servicer's normal operations or customer or employee relations. The Servicer shall not be responsible for any loss occasioned by the failure of the Owner Trustee or Indenture Trustee, its agent or its designee to return any document or any delay in doing so. (ii) The Servicer shall release the Receivables Files relating to Repurchased Receivables to a Seller or the Servicer, as applicable, or their respective agents or designees notified to the Servicer in writing, upon actual knowledge of a Responsible Officer of the Servicer or written instructions from the Indenture Trustee that the Repurchase Amount or Optional Purchase Amount has been deposited by such Seller or the Servicer into the Collection Account, at such place or places as such Person may reasonably designate as soon as reasonably practicable to the extent it does not unreasonably interfere with the Servicer's normal operations or customer or employee relations. The cost of any such release shall be borne by such Seller or the Servicer, whichever is the purchaser. 39 SECTION 3.5. Instructions; Authority to Act. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an Authorized Officer of the Indenture Trustee (or, if the Notes have been paid in full, of the Owner Trustee). A certified copy of a by-law or of a resolution of the Board of Directors of the Owner Trustee or the Indenture Trustee shall constitute conclusive evidence of the authority of any such Authorized Officer to act and shall be considered in full force and effect until receipt by the Servicer of written notice to the contrary given by the Owner Trustee or the Indenture Trustee. SECTION 3.6. Effective Period and Termination. The Servicer's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 3.6 or until this Agreement shall be terminated. If the Servicer shall resign as Servicer under Section 7.5 or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian may be terminated by the Indenture Trustee or by the Noteholders representing not less than a majority of the aggregate Outstanding Amount of the Notes (or, if there are no Notes outstanding, the Certificateholders representing not less than a majority of the Certificate Balance then outstanding), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.1. As soon as practicable after any termination of such appointment pursuant to Section 7.5, the Servicer shall or shall instruct any third-party custodian to, at the Servicer's expense, deliver the Receivable Files to the Issuer or the Issuer's agent at such place or places as the Issuer may reasonably designate. If the Servicer is terminated pursuant to Section 8.1, the Servicer shall deliver (or caused to be delivered) the Receivable Files as pursuant to Section 8.1. Notwithstanding the termination of the Servicer as custodian, the Owner Trustee agrees that upon any such termination, the Issuer shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. ARTICLE IV ADMINISTRATION AND SERVICING OF RECEIVABLES SECTION 4.1. Duties of Servicer. (a) The Servicer, as agent for the Issuer, shall manage, administer, service and make collections on the Receivables (other than Repurchased Receivables) and perform or cause to be performed all contractual and customary undertakings of the holder of the Receivables to the Obligors. The Issuer, at the request of an Authorized Officer of the Servicer, shall furnish the Servicer with any reasonable documents or take any action reasonably requested, 40 necessary or appropriate to enable the Servicer to carry out its servicing duties hereunder. (b) In managing, administering, servicing and making collections on the Receivables pursuant to this Agreement, the Servicer shall exercise the same degree of skill and care that the Servicer exercises with respect to similar receivables serviced by the Servicer for its own account, except as otherwise specified in Sections 3.1, 3.2 and 6.8 through 6.14 (inclusive) of the Servicing Agreement. (c) The Servicer may enter into subservicing agreements with one or more subservicers for the servicing and administration of any or all of the Receivables. Unless such subservicer has been appointed by CITSF in its capacity as Servicer and is an Affiliate of CITSF, (i) any such subservicer must be an Eligible Servicer, and (ii) the appointment of any such subservicer shall not be made without the prior written consent of the Sellers, which consent shall not be unreasonably withheld. References in this Agreement to actions taken, to be taken, permitted to be taken, or restrictions on actions permitted to be taken, by the Servicer in servicing the Receivables shall include actions taken, to be taken, permitted to be taken, or restrictions on actions permitted to be taken, by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and the Servicing Agreement and the standard of care set forth herein and therein and as the Servicer and the subservicer have agreed. All compensation payable to a subservicer under a subservicing agreement shall be payable by the Servicer from its servicing compensation or otherwise from its own funds, and none of the Issuer, the Sellers, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders will have any liability to the subservicer with respect thereto. Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to agreements or any arrangements between the Servicer or a subservicer or any reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated and liable to the Issuer, the Sellers, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the servicing and administering of the Receivables and the other Trust Estate property in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements. Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Receivables and the other Trust Estate property involving a subservicer in its capacity as such shall be deemed to be between the subservicer and the Servicer alone, and the Owner Trustee, 41 the Indenture Trustee, the Certificateholders and the Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in the next succeeding paragraph. Upon resignation or termination of the Servicer, the successor Servicer may, with the prior written consent of the Sellers (which consent may not be unreasonably withheld), thereupon assume all of the rights and obligations of the outgoing Servicer under any existing subservicing agreement. In such event, the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the outgoing Servicer as a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer as a party to each such subservicing agreement. The outgoing Servicer shall, upon request of the Issuer, but at the expense of the outgoing Servicer, deliver, or cause to be delivered, to the successor Servicer all documents and records relating to each such subservicing agreement and the Receivables and other Trust Estate property then being serviced thereunder and an accounting of amounts collected and held by the subservicer and shall otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the successor Servicer. In the event that the successor Servicer elects not to assume a subservicing agreement, the outgoing Servicer, at its expense, shall cause the subservicer to deliver to the successor Servicer all documents and records relating to the Receivables and the other Trust Estate property being serviced thereunder and held by such subservicer and all amounts held (or thereafter received) by such subservicer (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the Receivables and the other Trust Estate property being serviced by such subservicer to the successor Servicer. (d) The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local governmental authorities with respect to the Receivables, investigating delinquencies, reporting federal income tax information to Obligors, monitoring the collateral in cases of Obligor default and handling the repossession, foreclosure or other liquidation of Financed Vehicles in appropriate instances, filing and processing claims under insurance policies in accordance with its customary practices, accounting for collections, furnishing monthly and annual statements to the Issuer with respect to distributions, and making Monthly Advances pursuant to Section 5.3 hereof. The Servicer shall be authorized and empowered by the Issuer to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders, the Noteholders, or any of them, any and all instruments of 42 satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or with respect to the Financed Vehicles. Upon written request of the Servicer and receipt by the Issuer of an Officer's Certificate setting forth the facts underlying such request, the Issuer shall furnish the Servicer with any limited powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its duties hereunder, and the Issuer shall not be held liable for such actions of the Servicer thereunder. (e) Notwithstanding anything herein or in the Servicing Agreement to the contrary, none of the Sellers or the Servicer shall be obligated to purchase any Insurance Policy on behalf of any Obligor, verify if any Insurance Policy required under a Receivable is being maintained by any Obligor or be obligated to pursue remedies under any Receivable or applicable law as a result of any failure of an Obligor to maintain any such Insurance Policy. SECTION 4.2. Collection of Receivable Payments. Subject to Sections 3.1, 3.2 and 6.8 through 6.14 (inclusive) of the Servicing Agreement, the Servicer shall make reasonable efforts, consistent with the customary servicing procedures employed by the Servicer with respect to Receivables owned or serviced by it, to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and in connection therewith shall follow such normal collection practices and procedures as it follows with respect to comparable new or used recreational vehicle installment sale contracts and promissory notes that it services for itself. The Servicer shall not reduce or defer scheduled payments, extend any Receivable or otherwise modify the terms of any Receivable; provided, however, that, consistent with its customary servicing procedures but subject to Section 6.10 of the Servicing Agreement, the Servicer may, in its discretion, arrange with an Obligor to defer, reschedule, extend or modify the payment schedule of any Receivable for credit related reasons that would be acceptable to the Servicer with respect to a comparable Receivable secured by a new or used Recreational Vehicle that it services for itself so long as (i) the maturity of such Receivable would not extend beyond the Final Scheduled Maturity Date and (ii) if any such modification constitutes a refinancing, the proceeds of such refinancing shall be used to pay the related Receivable in full. If, as a result of deferring, rescheduling or extending of payments or any other modification, such deferring, rescheduling, extension or modification breaches any of the terms of the preceding sentence, then the Servicer shall be obligated to purchase such Receivable pursuant to Section 4.6 hereof on the Deposit Date immediately following the date on which it became aware or received written notice from the Indenture Trustee or Owner Trustee of such failure. The Servicer may, in accordance with its customary standards, policies and procedures, in its discretion, waive any 43 Administrative Fees that may be due or payable under any Receivable. Notwithstanding anything to the contrary in the Servicing Agreement, in connection with the settlement by the Servicer of a defaulted Receivable, the Servicer may forgive a portion of such Receivable, if, in its discretion, it believes that the acceptance of the settlement proceeds from the related Obligor would result in the Issuer's receiving a greater amount of Collections than the Net Liquidation Proceeds that would result from repossessing and liquidating the related Financed Vehicle. SECTION 4.3. Realization Upon Receivables. (a) The Servicer will, consistent with customary servicing procedures and the terms of this Agreement but subject to the terms of Sections 3.1 and 6.9 through 6.14 (inclusive) of the Servicing Agreement, act with respect to the Receivables in such manner as it reasonably believes will maximize the receipt of principal and interest on the Receivables and Net Liquidation Proceeds in respect of defaulted Receivables; provided, however, that the Servicer shall not be obligated to take any such action if the Servicer would thereby be required to incur Liquidation Expenses in excess of the amounts set forth in Section 8.3 of the Servicing Agreement and CFMC shall have failed to give its written consent to such incurrence. In the event that title to any Financed Vehicle is acquired in foreclosure or by conveyance in lieu of foreclosure, the deed or certificate of sale shall be issued to the Issuer, or, at its election, to its nominee on behalf of the Issuer. (b) The Servicer shall only be entitled to recover Liquidation Expenses relating to a defaulted Receivable to the extent described in Section 8.3 of the Servicing Agreement. The Net Liquidation Proceeds realized in connection with any such liquidation with respect to a defaulted Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 5.2 hereof. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its sole discretion that such repair and/or repossession will increase the Net Liquidation Proceeds of the related Receivable. (c) Subject to Section 6.13 of the Servicing Agreement, the Servicer may sue to enforce or collect upon Receivables, including foreclosure of any security interest in a Financed Vehicle, in its own name, if possible, or as agent for 44 the Issuer. If the Servicer elects to commence a legal proceeding to enforce a Receivable or any insurance policy in respect thereof, the act of commencement shall be deemed to be an automatic assignment of the Receivable to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Issuer shall take such steps as the Servicer deems necessary to enforce the Receivable, including bringing suit in its name or the names of the Holders. (d) The Servicer may grant to the Obligor on any Receivable any rebate, refund or adjustment out of the Collection Account that the Servicer in good faith believes is required because of a principal prepayment or a principal prepayment of the entire Principal Balance of a Receivable in full. The Servicer will not permit any rescission or cancellation of any Receivable, except to the extent required by law or as set forth in this Agreement. (e) The Servicer may enforce any due-on-sale clause in a Receivable if such enforcement is called for under its then current servicing policies for obligations similar to the Receivables, provided that such enforcement is permitted by applicable law and will not adversely affect any applicable insurance policy. SECTION 4.4. Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take all actions that are necessary or desirable to maintain continuous perfection and priority of the security interest created by each Receivable in the related Financed Vehicle in favor of the related Originating Entity, including, but not limited to, the notation on certificates of title and the recording, filing and refiling of all financing statements, continuation statements or other instruments. In addition, if the Servicer discovers any deficiency in the priority or perfection of any such security interest in a Financed Vehicle or any other defect in the documents constituting a part of any Receivable which deficiency or defect can be corrected, the Servicer shall use its best efforts to correct such deficiency or defect. (b) In the event that the assignment of the Receivable to the Issuer is insufficient, without a notation on the related Financed Vehicle's certificate of title, to grant to the Issuer a perfected security interest in the related Financed Vehicle, the Sellers hereby agree to serve as the Issuer's agent for the purpose of perfecting the security interest in such Financed Vehicle and that the related Seller's listing as the secured party on the certificate of title is in the capacity as agent of the Issuer. (c) If the Servicer is unable to foreclose upon a Financed Vehicle because the title document for such Financed 45 Vehicle does not show the Issuer as the lienholder, the related Seller shall, at its expense, take all necessary steps to apply for a replacement title document showing the Issuer as the secured party. (d) In order to facilitate the Servicer's actions, as described in Section 4.4(b) hereof, each Seller will provide the Servicer with any necessary power of attorney permitting it to retitle the Financed Vehicle related to one of its Receivables. Each Seller hereby appoints the Issuer (acting through the Owner Trustee or the Servicer) its attorney-in-fact to endorse, as appropriate, the certificate of title relating to any Financed Vehicle in order to cause a change in the registration of legal owner of the Financed Vehicle to the Issuer at such time as such certificate of title is endorsed and delivered to the Department of Motor Vehicles of the State of California (or any other state department of motor vehicles) with appropriate fees. Each Seller will provide the Issuer with any necessary power of attorney for such purpose. (e) If the Servicer is unable to retitle the Financed Vehicle, in the event that the Servicer seeks to foreclose on a Financed Vehicle, then each Seller, at its expense, will take all actions necessary to act with the Servicer, to the extent permitted by law, to foreclose upon the Financed Vehicle, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Financed Vehicle. SECTION 4.5. Covenants of Servicer. The Servicer hereby makes the following covenants on which the Issuer shall rely in accepting the Receivables: (i) Security Interest to Remain in Force. The Servicer shall not release a Financed Vehicle securing a Receivable from the security interest granted by the Receivable except as contemplated herein or in Section 6.8 of the Servicing Agreement, or as required by the terms of such Receivable or applicable law; (ii) No Impairment. The Servicer shall not impair the rights of the Issuer in the Receivables or take any action inconsistent with the Issuer's ownership of the Receivables, except as expressly provided herein; (iii) Amendments. The Servicer shall not increase the number of payments under a Receivable, nor increase the principal amount of such Receivable which is used to finance the purchase price of the related Financed Vehicles, nor extend or forgive payments on a Receivable, except as provided in Section 4.2 hereof and Sections 6.10 and 6.11 of the Servicing Agreement; and (iv) Claims under Insurance Policies. Subject to Section 4.1(e) herein, the Servicer shall file and process 46 claims under any Insurance Policy covering a Receivable if the failure to so file and process would impair the protection or benefit to be afforded by such insurance policies. SECTION 4.6. Purchase of Receivables Upon Breach. Each Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by such Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any breach by the Servicer of its covenants under Sections 4.2 or 4.5 which materially adversely affects the interest of the Holders in any Receivable (for this purpose, any breach of the covenant set forth in Section 4.5(iii) shall be deemed to materially adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, unless the breach shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred, the Servicer shall purchase any Receivable (together with any Deferred Paid-Ahead Amounts thereon) materially adversely affected by such breach as of such last day. In consideration of the purchase of such Receivable, the Servicer shall remit the Repurchase Amount on the Deposit Date next succeeding such last day in the manner specified in Section 5.4. The sole remedy of the Issuer, the Sellers, the Owner Trustee, the Indenture Trustee or the Holders against the Servicer with respect to a breach pursuant to Section 4.2 or 4.5 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.6. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.6 or the eligibility of any Receivable for purposes of this Agreement. SECTION 4.7. Servicing Fee. The Servicing Fee for a Collection Period shall be payable on the related Distribution Date pursuant to Section 5.5 and shall equal the sum of (i) one-twelfth of the product of the Servicing Fee Rate and the Pool Balance as of the related Settlement Date and (ii) any Administrative Fees paid by the Obligors during the related Collection Period. The Servicer shall be required to pay from its own account all expenses incurred by it in connection with its activities hereunder (including fees and disbursements of independent accountants and auditors, taxes imposed on the Servicer and not indemnified pursuant to Section 6.2, and other costs incurred in connection with administering and servicing the Receivables which are not reimbursable hereunder or under the Servicing Agreement), the annual fees as set forth in Schedule D hereto and those customary and reasonable disbursements approved by the Servicer of the Administrators, the Owner Trustee, the Indenture Trustee, the Paying Agent (including in its capacity as) the Authenticating Agent, the Note Registrar and the Certificate Registrar). The Servicer shall not be required to 47 pay any United States federal, state and local income and franchise taxes, if any, imposed on the Issuer or any Holder or any expenses in connection with realizing upon Receivables under Section 4.3. SECTION 4.8. Monthly Report. On or before each Determination Date, the Servicer shall furnish a report (the "Monthly Report"), which shall be in substantially the form of Exhibit B hereto (with such additional information as the Servicer shall elect to include therein), to the Owner Trustee, the Indenture Trustee, any Paying Agent (under the Indenture and the Trust Agreement), the Sellers and the Rating Agencies. The determination by the Servicer of the amount of the distributions to be made pursuant to Section 5.5 hereof shall, in the absence of obvious error, be presumptively deemed to be correct for all purposes hereunder, and the Trustees and any Paying Agent shall be protected in relying upon the same without any independent check or verification. The Servicer shall also specify in the Monthly Report each Receivable which a Seller or the Servicer is required to repurchase or purchase, as applicable as of the last day of the related Collection Period and each Receivable which the Servicer shall have determined to be a Liquidated Receivable during such Collection Period. The Trustees and any Paying Agent shall not be required to recompute, verify or recalculate information contained in the Monthly Report. Each Monthly Report shall be accompanied by a certificate of a Servicing Officer substantially in the form of Exhibit A hereto, certifying the accuracy of the Monthly Report and that no Event of Servicing Termination or event that with notice or lapse of time or both would become an Event of Servicing Termination has occurred, or if such event has occurred and is continuing, specifying the event and its status. In addition, the Servicer shall, on request of a Trustee, furnish such Person such reasonably pertinent underlying data on the Receivables as can be generated by the Servicer's existing data processing system without undue modification or expense. SECTION 4.9. Annual Statement as to Compliance. (a) The Servicer shall deliver to the Trustees and the Sellers within 90 days after the end of each calendar year commencing March 31, 1998, a certificate signed by a Responsible Officer of the Servicer, stating that (i) a review of the activities of the Servicer during the preceding calendar year of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such preceding calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. 48 (b) The Servicer shall deliver to the Trustees and the Sellers, promptly after having obtained knowledge thereof, a certificate of a Responsible Officer of the Servicer specifying any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination. SECTION 4.10. Annual Report of Accountants. On or before March 31 of each year, commencing March 31, 1998, the Servicer, at its expense, shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement which opines on, at a minimum, the Servicer's compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers (in accordance with the 1995 revisions thereto). Such examination and report of independent public accountants will be prepared in accordance with the requirements set forth in the Uniform Single Attestation Program for Mortgage Bankers (in accordance with the 1995 revisions thereto). Copies of the annual statement of accountants shall also be provided to the Sellers, the Rating Agencies and the Trustees. SECTION 4.11. Access by Holders to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to the Holders access to the Receivable Files in such cases where the Holders shall be required by applicable statutes or regulations to have access to such documentation. Access by the Holders shall be afforded without charge, but only upon reasonable request and during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations. Nothing in this Section 4.11 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 4.11. SECTION 4.12. Reports to Holders and the Rating Agencies. (a) The Indenture Trustee or the Owner Trustee, as applicable, shall provide to any Holder who so requests in writing (addressed to the Corporate Trust Office of such Trustee) a copy of any Servicer's Certificate described in Section 4.8, of the annual statement described in Section 4.9, or of the annual report described in Section 4.10. The Indenture Trustee or the Owner Trustee, as applicable, may require the Holder to pay a reasonable sum to cover the cost of the Indenture Trustee's or the Owner Trustee's complying with such request, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall forward to the Rating Agencies the statement to Holders described in Section 5.8 and any other reports it may receive pursuant to this Agreement to (i) Standard & Poor's Ratings Services, Asset-Backed Surveillance Group, 25 Broadway, New York, New York 10004, (ii) Moody's Investors Service, ABS Monitoring Dept., 99 Church Street, 4th Floor, New York, New York 49 10007 and (iii) to Duff & Phelps Credit Rating Company, 17 State Street, 12th Floor, New York, New York. SECTION 4.13. Reports to the Securities and Exchange Commission. The Issuer shall file or cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder. SECTION 4.14. Maintenance of Fidelity Bond. The Servicer shall, at its own cost and expense, during the term of its service as Servicer maintain in force a fidelity bond in respect of its officers and employees. Such fidelity bond shall protect against losses, including forgery, theft, embezzlement and fraud and shall have such deductibles and be in such form and amount as is generally customary among Persons which service a portfolio of recreational vehicle installment sale contracts having an aggregate principal amount of $100,000,000 or more and which are generally regarded as servicers acceptable to institutional investors, but in no case shall such fidelity bond be less than $5,000,000. Regardless of any provisions contained in this Agreement which require the Servicer to maintain fidelity bond coverage, the Servicer shall not be relieved of and from its accountability and responsibility to the Issuer, the Sellers, the Holders and the Trustees for the proper performance under this Agreement of the duties and obligations to be performed hereunder by the Servicer. SECTION 4.15. Satisfaction of Receivable. Upon payment in full on any Receivable, the Servicer is authorized to execute an instrument in satisfaction of such Receivable and to do such other acts and execute such other documents as the Servicer deems necessary to discharge the Obligor thereunder and eliminate the security interest in the Financed Vehicle related thereto. The Servicer shall determine when a Receivable has been paid in full. The Servicer shall process normal payoffs of Receivables by quoting amounts due, accepting payoff amounts, stamping the original contracts relating to such Receivables "Paid" and returning them to Obligors, and releasing liens as required. To the extent that insufficient payments are received on a Receivable credited by the Servicer as prepaid or paid in full and satisfied, the shortfall shall be paid by the Servicer out of its own funds. ARTICLE V ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS AND THE CERTIFICATEHOLDERS SECTION 5.1. Establishment of Accounts. (a) The Sellers shall establish and maintain: (i) For the benefit of the Noteholders and the Certificateholders, in the name of the Indenture 50 Trustee, an Eligible Deposit Account for the deposit of Collections (the "Collection Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) For the benefit of the Noteholders and the Certificateholders, in the name of the Indenture Trustee, an Eligible Account for deposit of Paid-Ahead Amounts (the "Paid-Ahead Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. Each Account shall be an Eligible Deposit Account established initially at Chase. (b) Should any depositary of an Account or of the Certificate Distribution Account (including Chase (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Sellers shall cause the related Account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account and the Paid-Ahead Account shall be invested by the bank or trust company then maintaining the account (at the written direction of the Sellers) in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account or the Paid-Ahead Account is maintained with the Indenture Trustee for investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal), such investments may mature on the next succeeding Distribution Date; provided, however, that once such amounts have been invested by such bank or trust company, as applicable, in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. Amounts on deposit in the Note Distribution Account shall not be invested. Investment Earnings on the Collection Account and Paid-Ahead Account shall be paid to the Sellers in accordance with their respective Deposit Allocation Percentages. 51 (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (excluding Investment Earnings) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Accounts shall be under the sole dominion and control of Indenture Trustee for the benefit of the Noteholders and the Certificateholders, or the Noteholders, as the case may be. Section 5.2. Collections; Applications. (a) Deposits to the Collection Account and the Paid-Ahead Account. Subject to Sections 5.2(b) and (c) hereof, the Servicer shall deposit in the Collection Account, no later than two Business Days after the Closing Date, any amounts representing payments received on the Receivables on or after the Cutoff Date through and including the Closing Date (other than Paid-Ahead Amounts). Subject to Sections 5.2(b) and (c) hereof, the Servicer shall deposit in the Collection Account as promptly as practicable (not later than the second Business Day) following the receipt thereof by the Servicer, all amounts received in respect of the Receivables, including all loan payments from Obligors, Net Liquidation Proceeds and insurance proceeds (other than Paid-Ahead Amounts). Subject to Sections 5.2(b) and (c), the Servicer shall deposit in the Paid-Ahead Account as promptly as practicable (not later than the second Business Day) following the receipt thereof by the Servicer, all Paid-Ahead Amounts received in respect of the Receivables. Subject to Section 5.2(b), the Servicer shall deposit $561,500.57, the aggregate amount of Deferred Paid-Ahead Amounts with respect to the Receivables as of the Cutoff Date, in to the Paid-Ahead Account. (b) Monthly Deposits to Collection Account; Deposits to Paid-Ahead Account other than Daily. Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (i) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least "A-1" by Standard & Poor's, "D- 1" by Duff & Phelps (if rated by Duff & Phelps) and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Moody's, or (ii) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Paid-Ahead Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction 52 or withdrawal of its then-current rating of the Notes or Certificates, the Servicer may make the deposits to the Collection Account specified in Section 5.2(a) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this Section 5.2(b), and the Servicer may retain Paid-Ahead Amounts until any Applied Paid-Ahead Amounts would otherwise be required to be withdrawn from the Paid-Ahead Account and deposited in the Collection Account. In the event that the Servicer is permitted to make remittances of Collections to the Collection Account and the Paid-Ahead Account pursuant to Section 5.2(b)(ii) hereof, this Agreement may be modified, to the extent necessary, without the consent of any Holder. The Servicer shall notify the Trustees and the Sellers if the Servicer no longer complies with the requirements set forth in clause (i) or (ii) above. (c) Amounts Not Required to be Deposited. The Servicer shall not be required to deposit in the Collection Account amounts relating to the Receivables attributable to the following: (i) Amounts received with respect to each Receivable (or property acquired in respect thereof) which has been repurchased by a Seller or purchased by the Servicer, respectively, pursuant to this Agreement, (ii) Investment Earnings on funds deposited in the Collection Account or the Paid-Ahead Account (which amounts shall be paid to the Sellers on each Distribution Date), (iii) Amounts to be reimbursed to the Servicer in respect of nonrecoverable Monthly Advances, (iv) Net Liquidation Proceeds of any Liquidated Receivable to the extent such proceeds exceed its Principal Balance, and (v) Amounts received with respect to Excluded Administrative Fees, Excluded Forced-Placed Insurance Premiums and Excluded Precomputed Amounts. (d) Permitted Withdrawals from the Collection Account and the Paid-Ahead Account. The Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, will, from time to time as provided herein, make withdrawals from the Collection Account and Paid-Ahead Account of amounts deposited in said Accounts pursuant to this Agreement that are attributable to the Receivables for the following purposes: 53 (i) to make payments and distributions in the amounts and in the manner provided for in Section 5.5 hereof; (ii) to pay to the Sellers or the Servicer with respect to each Receivable or property acquired in respect thereof that has been purchased pursuant to Section 3.2, 4.6, or 9.1(a), all amounts received thereon and not required to be distributed to Noteholders and Certificateholders; and (iii) to withdraw any amount deposited in the Collection Account that was not required to be deposited therein. Since, in connection with withdrawals pursuant to clause (ii) of this Section 5.2(d), the Servicer's entitlement thereto is limited to Collections or other recoveries on the related Receivable, the Servicer shall keep and maintain separate accounting, on a Receivable by Receivable basis, for the purpose of justifying any withdrawal from the Collection Account or Paid-Ahead Account pursuant to such clauses. The Servicer shall keep and maintain an accounting for the purpose of justifying any withdrawal from the Collection Account or Paid-Ahead Account pursuant to clause (iii) of this Section 5.2(d). (e) Deferred Paid-Ahead Amounts on Repurchased Receivables. With respect to any Repurchased Receivable, the Servicer shall forward to the Seller or Servicer purchasing such Receivable any Deferred Paid-Ahead Amounts with respect to such Repurchased Receivable (by withdrawing such amounts from the Paid-Ahead Account or otherwise). SECTION 5.3. Monthly Advances. With respect to each Receivable as to which there has been a Payment Shortfall during the related Collection Period (other than a Payment Shortfall arising from a Receivable which has been prepaid in full or which has been subject to a Relief Act Reduction during the related Collection Period), on each Deposit Date the Servicer shall make a Monthly Advance but only to the extent that the Servicer, in its good faith judgment, expects to recover such Monthly Advance from subsequent Collections on such Receivable made by or on behalf of the Obligor (but only to the extent of expected interest collections in the case of a Simple Interest Receivable) or from Net Liquidation Proceeds or insurance proceeds with respect to such Receivable. The Servicer shall be reimbursed for any Monthly Advance from subsequent collections with respect to such Receivable. If the Servicer determines in its good faith judgment that an unreimbursed Monthly Advance shall not ultimately be recoverable from subsequent collections or that the related Receivable will be sold pursuant to this Agreement, the 54 Servicer shall be reimbursed for such Monthly Advance from collections on all Receivables subject to and in the order of priority set forth in Section 5.5. In determining whether a Monthly Advance is or will be nonrecoverable, the Servicer need not take into account that it might receive any amounts in a deficiency judgment against an Obligor. The Servicer shall not make a Monthly Advance in respect of (i) the principal component of any scheduled payment on a Simple Interest Receivable or (ii) a Payment Shortfall arising from a Receivable which has been prepaid in full or which has been subject to a Relief Act Reduction during the related Collection Period. The Servicer shall deposit any such Monthly Advance into the Collection Account in next-day funds or immediately available funds no later than 12:00 noon, New York time, on the related Deposit Date. SECTION 5.4. Additional Deposits. The Servicer, or the Sellers, as the case may be, shall deposit into the Collection Account the aggregate Repurchase Amount or the Optional Purchase Amount pursuant to Sections 3.2, 4.6 and 9.1(a), as applicable. All remittances shall be made to the Collection Account, in next-day funds or immediately available funds, no later than 11:00 a.m., New York City time, on the Deposit Date. SECTION 5.5. Distributions. (a) No later than 12:00 noon, New York City time, on each Determination Date, the Servicer shall calculate the following amounts with respect to the preceding Collection Period: (i) the aggregate amount of Collections on the Receivables; (ii) the aggregate amount of Monthly Advances to be remitted by the Servicer; (iii) the Paid-Ahead Amounts to be received during the related Collection Period and Applied Paid-Ahead Amounts allocable to such Collection Period and withdrawn from the Paid-Ahead Account; (iv) the aggregate Repurchase Amounts of Receivables to be purchased by the Sellers or the Servicer or the Optional Purchase Amount; (v) the aggregate amount to be distributed as principal and interest on the Notes on the related Distribution Date; (vi) the aggregate amount to be distributed as principal and interest on the Certificates on the related Distribution Date; (vii) the Servicer Payment; (viii) the amounts required to be withdrawn from the Reserve Account for such Distribution Date in accordance with Sections 5.5(b) and 5.6 hereof; (ix) any amounts to be deposited into the Reserve Account pursuant to Section 5.5(b) and 5.6 hereof, and (x) the aggregate amount of unreimbursed Monthly Advances to be reimbursed to the Servicer. (b) (i) On each Deposit Date, the Servicer shall instruct the Indenture Trustee, in writing (based on the information contained in the Monthly Report delivered on the related Determination Date pursuant to Section 4.8) to withdraw from the Reserve Account and deposit in the Collection Account the Reserve Account Transfer Amount (if any) for the related Distribution Date, and the Indenture Trustee shall so withdraw 55 and deposit the Reserve Account Transfer Amount for such Distribution Date. (ii) On each Deposit Date, the Servicer shall instruct the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, in writing (based on the information contained in the Monthly Report delivered on the related Determination Date pursuant to Section 4.8) to withdraw from the Paid-Ahead Account and deposit in the Collection Account any Applied Paid-Ahead Amounts (if any) with respect to the related Collection Period, and the Indenture Trustee or Paying Agent shall so withdraw and deposit the Applied Paid-Ahead Amounts for such Distribution Date. (c) Not later than 11:00 a.m., New York City time, on each Distribution Date, at the Servicer's direction, the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, shall cause to be made the following distributions, to the extent of the Available Amount then on deposit in the Collection Account and amounts withdrawn from the Reserve Account and deposited in the Collection Account by wire transfer of immediately available funds, in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) to the Servicer, the Servicer Payment with respect to such Distribution Date and all unpaid Servicing Payments with respect to prior Distribution Dates, to the extent such amounts are not deducted from the Servicer's remittance to the Collection Account pursuant to Section 5.7; (ii) to the Note Distribution Account, the Noteholders' Interest Distributable Amount for all classes of Notes; (iii) except as set forth in Section 5.5(d), to the Owner Trustee for deposit into the Certificate Distribution Account, the Certificateholders' Interest Distributable Amount; (iv) except as set forth in Section 5.5(d), to the Note Distribution Account, the Noteholders' Principal Distributable Amount; (v) except as set forth in Section 5.5(d), to the Owner Trustee for deposit in the Certificate Distribution Account, the Certificateholders' Principal Distributable Amount; and (vi) except as set forth in Section 5.5(d), to the Reserve Account, any remaining portion of the Available Amount. 56 In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to this Section 5.5(c) on the related Deposit Date. (d) If the Notes have been declared immediately due and payable as provided in Section 5.2 of the Indenture, any amounts remaining in the Collection Account after the distributions described in clauses (i) and (ii) of Section 5.5(c) shall be distributed as follows: (1) an amount equal to the Outstanding Amount of the Notes shall be deposited in the Note Distribution Account, and (2) any remaining amounts shall be applied pursuant to clauses (iii), (v) and (vi) of Section 5.5(c). SECTION 5.6. Reserve Account. (a) The Sellers shall establish and maintain an Eligible Deposit Account (the "Reserve Account") at Norwest Bank Minnesota, National Association in the name of the Indenture Trustee for the benefit of the Noteholders and Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Owner Trustee shall cause the Reserve Account Initial Deposit to be deposited into the Reserve Account. (b) Should any sole depositary of the Reserve Account cease to be either a Qualified Institution or a Qualified Trust Institution, the Sellers shall cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution, as applicable, unless the Sellers provide the Owner Trustee with a letter from the Rating Agencies to the effect that the Rating Agency Condition shall be satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Reserve Account shall be invested by the bank or trust company then maintaining the account (at the written direction of the Sellers) in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Reserve Account is maintained with the Indenture Trustee, for investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee in its commercial capacity is liable as principal), which investments may mature on the next succeeding Distribution Date; provided, however, that amounts on deposit in the Reserve Account may be invested in Permitted Investments that mature later than the next succeeding Deposit Date if the Rating Agency Condition is satisfied. (c) With respect to the Reserve Account Property: (i) any Reserve Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held by the Indenture Trustee, pending maturity or disposition; 57 (ii) any Reserve Account Property that is a United States Security Entitlement shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition; and (iii) any Reserve Account Property that is an "uncertificated security" under Article 8 (or VIII as applicable) of the Relevant UCC and that is not governed by clause (ii) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition. The Indenture Trustee shall, at the expense of the Sellers, take such action as is required to maintain the Indenture Trustee's security interest in any Reserve Account Property; provided, however, that (x) the Indenture Trustee shall not be required to prepare or file any financing statements or continuation statements and (y) the Indenture Trustee may rely upon the written instructions of the Sellers as to the method by which the security interest of the Indenture Trustee may be perfected. Upon written request from the Indenture Trustee, the Sellers shall provide such instructions and an opinion of counsel with respect to the method of perfection of such security interest; provided, however, that the Servicer shall not be obligated to deliver to the Indenture Trustee an opinion of counsel with respect to the method of perfecting a security interest in any Permitted Investment the method of perfecting an ownership interest in which was described in that certain legal opinion of Dorsey & Whitney LLP, special local counsel to the Indenture Trustee, dated September __, 1997, unless there has been change in law or the interpretation thereof from the date of such opinion with respect to the method of perfecting a security interest in such Permitted Investment. (d) On each Distribution Date, the Indenture Trustee shall withdraw from the Reserve Account and pay first, to the Servicer, any amounts due pursuant to Section 7.4(c) or Section 7.8, second, to the CITSF Administrator, any amounts due pursuant to Section 21 of the CITSF Administration Agreement, and third, to the Sellers, in accordance with their respective Depositor Allocation Percentages, the excess, if any, of the amount on deposit in the Reserve Account over the Specified Reserve Account Balance for such Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date). Upon any distribution to the Servicer or the Sellers of amounts from the Reserve Account, the Holders shall have no rights in, or claims, to, such amounts. Amounts properly distributed to the Servicer, the CITSF Administrator or the Sellers from the Reserve Account shall not be available under any circumstances to the Owner Trustee, and none of the Servicer, the CITSF Administrator or the Sellers shall in any event thereafter be required to refund any such distributed amounts. (e) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the 58 Reserve Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Reserve Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. SECTION 5.7. Net Deposits. As an administrative convenience, the Servicer shall be permitted to make deposits of Collections, Monthly Advances, and the aggregate Repurchase Amount of Receivables purchased by the Servicer or any Optional Purchase Amount for, or with respect to, a Collection Period net of distributions to be made to the Sellers (to the extent of Investment Earnings and amounts received with respect to Excluded Precomputed Amounts and Excluded Forced-Placed Insurance), or to the Servicer (including, without limitation, the Servicer Payment, amounts received with respect to Excluded Administrative Fees and amounts to be deducted in the definition of "Available Amount"). The Servicer, however, shall account to the Owner Trustee and the Indenture Trustee and to the Noteholders and the Certificateholders as if all such deposits and distributions were made on an aggregate basis for each type of payment or deposit. On each Distribution Date, the Servicer shall pay to the Sellers directly any Investment Earnings on funds deposited in the Collection Account and the Paid-Ahead Account, together with any amounts received with respect to Excluded Forced-Place Insurance Premiums and Excluded Precomputed Amounts. SECTION 5.8. Statements to Certificateholders and Noteholders. (a) On each Distribution Date, the Servicer shall provide to the Indenture Trustee (for the Indenture Trustee to forward to each Noteholder of record pursuant to the Indenture) and to the Owner Trustee (for the Owner Trustee to forward to each Certificateholder of record pursuant to the Trust Agreement) a statement prepared by the Servicer, substantially in the form of Exhibit B (or such other form that is acceptable to the Indenture Trustee, the Owner Trustee and the Servicer), with a copy to the Rating Agencies and the Sellers. Each such statement to be delivered to Noteholders shall include (to the extent applicable), among other things, the following information as to the Notes with respect to such Distribution Date or the period since the previous Distribution Date, as applicable, and each such statement to be delivered to Certificateholders shall include (to the extent applicable) the following information as to the Certificates with respect to such Distribution Date or the period since the previous Distribution Date, as applicable: (i) the amount of the distribution allocable to principal with respect to each class of Notes and to the Certificate Balance of the Certificates and the derivation of such amounts; (ii) the amount of the distribution allocable to interest on or with respect to each class of Notes and the Certificates; 59 (iii) the amount of the Servicing Fee paid, the amount of Monthly Advances being reimbursed to the Servicer in respect of the related Collection Period, and the total Servicer Payment; (iv) the Pool Balance as of the close of business on the last day of the preceding Collection Period; (v) the Outstanding Amount and the Note Pool Factor for each class of Notes, and the Certificate Balance and the Certificate Pool Factor for the Certificates, in each case after giving effect to all payments reported under clause (i) above on such date; (vi) the amount of the Aggregate Net Losses, if any, for the preceding Collection Period and the derivation of such amount, the amount of Aggregate Losses for the year to date and, with respect to the January Distribution Date for each year, the Average Annual Balance for the preceding year; (vii) the Noteholders' Interest Carryover Shortfall for all classes of Notes, the Noteholders' Principal Carryover Shortfall, the Certificateholders' Interest Carryover Shortfall and the Certificateholders' Principal Carryover Shortfall, if any, in each case as applicable to each class of Notes and Certificates and the change in such amounts from the preceding statement; (viii) the aggregate Repurchase Amounts with respect to the Receivables, if any, that were repurchased by either Seller or purchased by the Servicer with respect to such Collection Period; (ix) the balance of the Reserve Account as of such date, after giving effect to changes therein on such date, the Specified Reserve Account Balance on such date and the components of calculating any such required balance; (x) the amount of Monthly Advances included in the Available Amount; and (xi) the balance of the Paid-Ahead Account as of such date, after giving effect to any changes therein on such date. Each amount set forth pursuant to subclauses (i), (ii) and (iii) with respect to the Notes or the Certificates shall be expressed as a dollar amount per $1,000 of the initial principal balance of such Notes or the initial certificate balance of the Certificates, as applicable. 60 ARTICLE VI THE SELLERS SECTION 6.1. Representations of Sellers. Each Seller makes the following representations as to itself on which the Issuer shall rely in acquiring the Receivables. The representations shall speak as of the execution and delivery of this Agreement, and shall survive the sale of the Receivables to the Issuer and pledge thereof to the Indenture Trustee pursuant to the Indenture. (i) Organization and Good Standing. Such Seller has been duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, 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 transferred by it to the Issuer. (ii) Power and Authority. Such Seller has the power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms, such Seller has full power and authority to sell and assign the property to be sold and assigned to the Issuer by it as the Owner Trust Estate and has duly authorized such sale and assignment to the Issuer by all necessary corporate action; and the execution, delivery, and performance of this Agreement and the other Basic Documents to which it is a party has been duly authorized by such Seller by all necessary action. (iii) Valid Sale; Binding Obligations. This Agreement effects a valid sale, transfer, and assignment of the Receivables transferred by such Seller to the Issuer, enforceable against creditors of and purchasers from such Seller; this Agreement and each of the other Basic Documents to which it is a party constitutes a legal, valid, and binding obligation of such Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iv) No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, nor 61 constitute (with or without notice or lapse of time) a default under, the charter or bylaws of such Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, or other instrument to which such Seller is a party or by which it is bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, or other instrument; nor violate any law or, to the best knowledge of such Seller, any order, rule, or regulation applicable to such Seller of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over such Seller or its properties. (v) No Proceedings. There are no proceedings or investigations pending, or, to the best knowledge of such Seller, threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over such Seller or its properties: (a) asserting the invalidity of this Agreement, any other Basic Document, the Notes or the Certificates, (b) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or any other Basic Document, (c) seeking any determination or ruling that might materially adversely affect the performance by such Seller of its obligations under, or the validity or enforceability of, this Agreement, any other Basic Document, the Notes or the Certificates, or (d) relating to such Seller and which might adversely affect the federal or state income tax attributes of the Notes or the Certificates. SECTION 6.2. Liability of Sellers; Indemnities; Payment of Fees. Each Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by such Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. Notwithstanding Section 15.1 of the Servicing Agreement, the Sellers acknowledge that the indemnities in Section 10.2 of the Servicing Agreement shall survive the execution of this Agreement. The Sellers shall indemnify, defend and hold harmless the Issuer, the Servicer, the CITSF Administrator, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or 62 federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. Subject to Section 6.4 hereof, each Seller shall indemnify, defend, and hold harmless the Issuer, the Servicer, the CITSF Administrator, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) such Seller's wilful misfeasance, bad faith, or negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) such Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. The Sellers agree to pay, and shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Issuer, the Servicer, the CITSF Administrator, the Certificateholders and the Noteholders from and against, any taxes that may at any time be asserted with respect to the transfer of the Receivables to the Issuer, including, without limitation, any sales, gross receipts, personal or real property, privilege or license taxes (but not including any federal, state or other taxes arising out of the creation of the Issuer and the issuance of the Notes and Certificates or distributions with respect thereto) and costs, expenses and reasonable counsel fees in defending against the same. The Sellers shall indemnify, defend, and hold harmless from and against, and pay to the Trustees all reasonable costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained in accordance with the terms and conditions herein and in the Indenture and the Trust Agreement, as the case may be, except to the extent that such costs, expense, loss, claim, damage or liability: (a) shall be due to the willful misfeasance, gross negligence or bad faith of such Trustee; (b) relates to any tax other than the taxes with respect to which the Sellers shall be required to indemnify such Trustee pursuant to this Agreement; (c) shall arise from such Trustee's breach of any of its representations or warranties set forth in the Trust Agreement or the Indenture, as applicable; (d) shall be one as to which the Servicer is required to indemnify such Trustee. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If such Seller shall have made any indemnity payments to the Issuer, the Servicer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Servicer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Servicer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to such Seller, without interest. The indemnities under this 63 Section 6.2 shall survive the resignation or removal of an indemnitee, or the termination of the Trust Agreement and this Agreement. The Sellers shall pay the disbursements of the Issuer, the Administrators, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Authenticating Agent, the Note Registrar and the Certificate Registrar to the extent not payable by the Servicer pursuant to Section 4.7, including, without limitation, the fees and disbursements of counsel to the Owner Trustee and the Indenture Trustee. SECTION 6.3. Merger or Consolidation of Sellers. Any corporation or other entity (i) into which either of the Sellers may be merged or consolidated, (ii) which may result from any merger, conversion, or consolidation to which either of the Sellers shall be a party, or (iii) which may succeed to all or substantially all of the business of either of the Sellers, shall be bound to perform every obligation of such Seller under this Agreement, shall be the successor to such Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement. Such Seller shall give prompt written notice of any merger or consolidation to the Issuer, the Owner Trustee, the Indenture Trustee, the Servicer and the Rating Agencies. SECTION 6.4. Limitation on Liability of Sellers and Others. Each Seller and any director, officer, employee or agent of such Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder or under any other Basic Documents. No Seller shall be under any obligation under this Agreement to appear in, prosecute, or defend any legal action that shall be unrelated to its obligations under this Agreement or any other Basic Document, and that in its opinion may involve it in any expense or liability. SECTION 6.5. Sellers May Own Notes and Certificates. Each Seller or any of its Affiliates may in its individual or any other capacity become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not a Seller or an Affiliate thereof, except as otherwise provided in the definition of "Outstanding" specified in Section 1.1. Notes or Certificates so owned by or pledged to a Seller or any Affiliate thereof shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Notes or Certificates, as applicable. 64 ARTICLE VII THE SERVICER; REPRESENTATIONS AND INDEMNITIES SECTION 7.1. Representations of the Servicer. The Servicer hereby makes the following representations on which the Owner Trustee and the Indenture Trustee on behalf of the Issuer shall rely in accepting the Receivables in trust and authenticating the Certificates and the Notes, respectively. The representations are made as of the execution and delivery of this Agreement (or as of a date another Person becomes Servicer pursuant to Section 7.3 or Section 8.2), and shall survive the sale of the Receivables to the Issuer. (i) Organization and Good Standing. The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer or on the Notes, the Certificates or the transactions contemplated by this Agreement. (ii) Authorization; Binding Obligations. The Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies. (iii) No Consent Required. The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement the failure of which so to obtain would have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Servicer or on the Notes, the Certificates or the transactions contemplated by this Agreement. 65 (iv) No Violations. The execution, delivery and performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the Articles of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer may be bound. (v) Litigation. No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Agreement, the Notes or the Certificates which, if adversely determined, would in the opinion of the Servicer have a material adverse effect on the transactions contemplated by this Agreement. SECTION 7.2. Liability of Servicer, Indemnities. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under the Basic Documents and (except as set forth in the Servicing Agreement) shall have no other obligations or liabilities hereunder. Notwithstanding Section 15.1 of the Servicing Agreement, the Servicer acknowledges that the indemnities in Section 10.1 of the Servicing Agreement shall survive the execution of this Agreement. (i) Subject to Section 7.4(a) hereof, the Servicer shall defend and indemnify the Owner Trustee, the Indenture Trustee, the Issuer, the Sellers, the Chase Administrator, the Certificateholders and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from any negligent action taken, or negligently failed to be taken, by the Servicer with respect to any Financed Vehicle, to the extent such loss is not reimbursed pursuant to any Insurance Policy or any fidelity bond. (ii) Subject to Section 7.4(a) hereof, the Servicer shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Issuer, the Sellers, the Chase Administrator, the Certificateholders and the Noteholders from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Persons, through the willful misfeasance, negligence, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 7.2 shall include reasonable fees and expenses of counsel in any litigation 66 appointed by the Servicer and reasonably satisfactory to the indemnitee, provided that the Servicer shall only be required to pay the fees and expenses of one counsel in any single litigation (or related proceedings) for all indemnities; provided, however, if in the written opinion of counsel reasonably satisfactory to the Servicer, the interests of an indemnitee and the Servicer conflict such that the Servicer and such indemnitee may not both be represented by such counsel, upon ten days prior written notice to the Servicer, such indemnitee may hire one other counsel and the indemnification under this Section 7.2 shall also include the reasonable fees and expenses of such other counsel. If the Servicer shall have made any indemnity payments, pursuant to this Section 7.2 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer without interest. The indemnities under this Section 7.2 shall survive the resignation or removal of an indemnitee, or the termination of the Trust Agreement and this Agreement. SECTION 7.3. Merger or Consolidation of Servicer. Any Person into which the Servicer may be merged or consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer (which Person assumes the obligations of the Servicer), shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Servicer shall satisfy the criteria set forth in the definition of an Eligible Servicer. The Servicer shall promptly notify each Rating Agency of any such merger to which it is a party. SECTION 7.4. Limitation on Liability of Servicer and Others. (a) Neither the Servicer, nor any of the shareholders, Affiliates, directors, officers, employees or agents of the Servicer, shall be under any liability to the Issuer or the Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability which otherwise would be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason or reckless disregard of obligations and duties hereunder. (b) The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. 67 (c) Except as arises from its duties as Servicer hereunder, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement and which in its opinion may involve it in any expenses or liability; provided; however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer payable only from the amounts distributable to the Sellers pursuant to Section 5.6(d) and Section 9.1(b). SECTION 7.5. Servicer Not To Resign. The Servicer shall not resign from its obligations and duties under this Agreement except upon determination that the performance of its duties shall no longer be permissible under applicable law, compliance with which could not be realized without material adverse impact on the Servicer's financial condition. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Sellers, the Trustees and the Rating Agencies at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Sellers and the Trustees. No such resignation shall become effective until a successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.2 hereof. SECTION 7.6. Assignment of Servicing. The Servicer may sell, transfer, assign or convey its rights as Servicer to any of its Affiliates (in the case of CITSF) or to any Eligible Servicer, upon written notice to the Sellers, the Trustees and the Rating Agencies, without the consent of the Holders or the Trustees, provided that, with respect to assignment to a Servicer which is not an Affiliate of CITSF, the Rating Agency Condition is satisfied and the Servicer and the Trustees receive the prior written consent of the Sellers (which consent shall not be unreasonably withheld). SECTION 7.7. Insurance. The Servicer, or any affiliate of the Servicer, may, to the extent permitted by law (i) enter into agreements with one or more insurers or other Persons pursuant to which the Servicer or such affiliate will earn commissions and fees in connection with any insurance policy purchased by an Obligor including, without limitation, any physical damage insurance policy, or any other insurance policy whatsoever, and (ii) in connection with the foregoing or otherwise, to solicit, or permit and assist any insurer, any agent thereof or any other Person (other than a lender which is not also an insurer) to solicit (including, 68 without limitation, providing such insurer or agent a list of Obligors including name, address or other information) any Obligor. SECTION 7.8. Indemnity by Issuer. The Issuer shall indemnify, defend, and hold harmless from and against, and pay to the Servicer all reasonable costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the duties herein contained in accordance with the terms and conditions herein and in the Administration Agreements, except to the extent that such costs, expense, loss, claim, damage or liability: (a) shall be due to the willful misfeasance, negligence or bad faith of the Servicer; (b) relates to any tax other than the taxes with respect to which the Servicer shall be otherwise indemnified pursuant to this Agreement; (c) shall arise from the Servicer's breach of any of its representations, warranties or covenants set forth herein and in the Administration Agreements; (d) shall be one as to which the Sellers are required to indemnify the Servicer or (e) shall be amounts payable by (and not reimbursable to) the Servicer pursuant to this Agreement and the Administration Agreements. Any amounts due the Servicer pursuant to this Section 7.8 shall be payable only to the Servicer pursuant to Section 5.6(d) or 9.1(b). SECTION 7.9. Servicer May Own Notes and Certificates. The Servicer or any of its Affiliates may in its individual or any other capacity become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise provided in the definition of "Outstanding" specified in Section 1.1. Notes or Certificates so owned by or pledged to the Servicer or any Affiliate thereof shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Notes or Certificates, as applicable. ARTICLE VIII EVENTS OF SERVICING TERMINATION SECTION 8.1. Events of Servicing Termination. Any one of the following events which shall occur and be continuing shall constitute an event of servicing termination hereunder (each, an "Event of Servicing Termination"): (i) Any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee the Servicer's Certificate for the related Collection Period, or any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee, for deposit in any Trust Account, any proceeds or payments required to be so delivered under the terms of the Certificates or the Notes or this Agreement (or, in the case of a payment or deposit to be made not later than the Deposit Date, 69 the failure to make such payment or deposit on such Deposit Date), which failure continues unremedied for a period of five Business Days after (A) discovery by the Servicer or (B) receipt of written notice (1) to the Servicer by the Indenture Trustee or the Owner Trustee or (2) to the Indenture Trustee or the Owner Trustee, as applicable, and the Servicer by the Noteholders representing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full, by Certificateholders representing not less than 25% of the Certificate Balance then outstanding); (ii) Failure on the part of the Servicer to duly observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement, which failure shall (a) materially adversely affect the rights of the Issuer or the Holders, and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee or the Owner Trustee, or (2) to the Indenture Trustee or the Owner Trustee, as applicable, and the Servicer by the Noteholders representing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full, by Certificateholders representing not less than 25% of the Certificate Balance then outstanding); (iii) A court or other governmental authority having jurisdiction in the premises shall have entered a decree or order for relief in respect of the Servicer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Servicer, as the case may be, or for any substantial liquidation of its affairs, and such order remains undischarged and unstayed for at least 60 days; or (iv) The Servicer shall have commenced a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall have consented to the entry of an order for relief in an involuntary case under any such law, or shall have consented to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Servicer or for any substantial part of its property, or shall have made any general assignment for the benefit of its creditors, or shall have failed to, or admitted in writing its inability to, pay its debts as they become due, or shall have taken any corporate action in furtherance of the foregoing. 70 Upon the occurrence of any Event of Servicing Termination as described above, and in each and every case and for so long as such Event of Servicing Termination shall not have been remedied, either the Indenture Trustee or the Noteholders representing not less than a majority of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Certificateholders representing not less than a majority of the Certificate Balance then outstanding), by notice given in writing to the Servicer (and to the Indenture Trustee or the Owner Trustee, as applicable, if given by Holders) may terminate all of the rights and obligations of the Servicer under this Agreement. In addition, the Sellers may terminate all rights and obligations of the Servicer hereunder at any time after a calendar year, or in the case of 1997, the last four months of such year, during which Aggregate Losses on the Receivables exceed 0.80% of the Average Annual Balance for such calendar year or, in the case of 1997, partial calendar year; provided, however, that such termination of the Servicer shall not be effective unless Chase, Chase USA or another party satisfying the Rating Agency Condition assumes the Servicer's servicing obligations and duties under this Agreement. If the Sellers do not exercise their right to terminate the Servicer as a result of Aggregate Losses exceeding such threshold by giving written notice of termination to the Servicer, within six months after the end of any calendar year, they will be deemed to have waived their right to terminate the Servicer based on this paragraph with respect to such calendar year (but such waiver shall not affect the Sellers' right to terminate the Servicer if the Aggregate Losses on the Receivables exceed the amount specified above in a subsequent calendar year). On or after the receipt by the Servicer of such written notice and the appointment of Chase pursuant to Section 8.2, all responsibilities, duties and liabilities of the Servicer under this Agreement, whether with respect to the Certificates, the Notes or the Receivables or otherwise, shall pass to and be vested in Chase pursuant to Section 8.2; and, without limitation, the Indenture Trustee or the Owner Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivable Files, or otherwise. In connection with such termination, the predecessor Servicer shall, upon request of Chase, deliver to Chase, at predecessor Servicer's expense, all data and records (including, without limitation, computerized records) created or used for the servicing of the Receivables and all Collections then held by the predecessor Servicer for deposit or thereafter received by the predecessor Servicer with respect to a Receivable. In addition to delivering such data, records and monies, the predecessor Servicer shall, at predecessor Servicer's expense, use reasonable 71 efforts to effect the orderly and efficient transfer of the servicing of the Receivables to Chase, including, without limitation, directing the Obligors to remit all payments in respect of the Receivables to an account or address designated by Chase. In connection with any termination pursuant to the penultimate sentence of the immediately preceding paragraph, the Servicer shall pay the expense of any servicing systems conversion required as a result of such termination, including, but not limited to, the expenses of formatting all information into a format acceptable to the successor Servicer. The Servicer shall be entitled to receive any other amounts which are payable to the Servicer under this Agreement (including amounts payable to it with respect to the period ending on the date of the termination of the Servicer hereunder), on the Distribution Date relating to the Collection Period in which the Servicer was terminated (or if funds are not sufficient therefor, on each subsequent Distribution Date until paid in full). The Indenture Trustee and the Owner Trustee shall give written notice of any termination of the Servicer to their related Holders, and the Indenture Trustee shall give such notice to the Rating Agencies. Neither Chase nor any successor Servicer shall be deemed to be in default hereunder by reason of its failure to make, or any delay in making, any distribution hereunder or any portion thereof which was caused by (i) the failure of the predecessor Servicer to deliver, or any delay in delivering cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Servicer. SECTION 8.2. Appointment of Successor. Upon the Servicer's receipt of notice of termination pursuant to Section 8.1 or resignation pursuant to Section 7.5, Chase shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement, and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, Chase shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, if Chase shall be unwilling so to act, or shall be legally unable so to act, the Sellers shall appoint, or petition a court of competent jurisdiction to appoint any Eligible Servicer, as successor Servicer under this Agreement, provided, that the appointment of any such successor Servicer is required to satisfy the Rating Agency Condition. In connection with such appointment, the Sellers may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as they and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Sellers and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Unless Chase shall be prohibited by law from so acting, Chase shall not be relieved of its duties as successor Servicer under this Section 8.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement. 72 SECTION 8.3. Notification to Noteholders and Certificateholders. Upon any Event of Servicing Termination, or appointment of a successor Servicer pursuant to this Article VIII, the Owner Trustee shall give prompt written notice thereof to Certificateholders and the Indenture Trustee shall give prompt written notice thereof to the Noteholders, at their respective addresses of record, and to the Rating Agencies. SECTION 8.4. Waiver of Past Defaults. The Noteholders representing at least a majority of the Outstanding Amount of the Notes (or, the Certificateholders representing not less than a majority of the Certificate Balance then outstanding, in the case of any Event of Servicing Termination that does not adversely affect the Indenture Trustee or the Noteholders) may, on behalf of all such Holders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in the failure to make any required deposits to or payments from any of the Trust Accounts in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Servicing Termination arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived; provided, however, that the Indenture Trustee or the Owner Trustee shall only be required to give such notice if a Responsible Officer thereof has actual knowledge of the related event. ARTICLE IX TERMINATION SECTION 9.1. Optional Purchase of All Receivables; Trust Termination. (a) Subsequent to the last day of any Collection Period as of which the Pool Balance shall be equal to or less than 5% of the Cutoff Date Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate (including the rights of the Trust to any Liquidated Receivables and any Deferred Paid-Ahead Amounts, but excluding the Collection Account, the Reserve Account, the Certificate Distribution Account and the Note Distribution Account) by depositing the Optional Purchase Amount on the Deposit Date subsequent to any such last day. The effective date of such purchase shall be the last day of the Collection Period preceding such Deposit Date. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Sellers, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period preceding such Deposit Date, shall pay the aggregate Optional Purchase Amount and shall succeed to all interests in, to and under such portion of the Owner Trust Estate. The payment shall be made in the 73 manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5; provided, that, in no event shall the amount so deposited, when added to the amounts on deposit in the Collection Account on such date and available for distribution to Securityholders on the related Distribution Date, be less than the amount required to pay all accrued and unpaid interest on the Notes, the Outstanding Amount of the Notes, accrued and unpaid interest on the Certificates and the Certificate Balance, after giving effect to the Servicer Payment. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Distribution Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Distribution Date of the Available Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Distribution Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Distribution Date); (v) to the Servicer, any amounts payable to the Servicer pursuant to Section 7.4(c) or 7.8 and to the CITSF Administrator; and (vi) any amounts payable to the CITSF Administrator pursant to Section 21 of the CITSF Administration Agreement. 74 Any Sale Proceeds remaining after the deposits described above shall be paid to the Sellers in accordance with their respective Depositor Allocation Percentages. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Sellers, the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. The Owner Trustee and the Indenture Trustee shall give written notice of termination to each Noteholder and Certificateholder of record, as applicable. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (e) After the payment to the Indenture Trustee, the Owner Trustee, the Holders and the Servicer of all amounts required to be paid under this Agreement, the Indenture and the Trust Agreement, any amounts on deposit in the Reserve Account, the Paid-Ahead Account (except as provided in Section 9.1(a)) or the Collection Account shall be paid to the Sellers in accordance with their respective Depositor Allocation Percentages, and any other assets remaining in the Owner Trust Estate shall be distributed to the Sellers in accordance with their respective Depositor Allocation Percentages. (f) Promptly after any repurchase of a Receivable by a Seller pursuant to Section 3.2 hereof, purchase of a Receivable by the Servicer pursuant to Section 4.6 hereof or purchase of a portion of the Owner Trust Estate by the Servicer pursuant to Section 9.1(a) hereof, the Owner Trustee, the Issuer and the Indenture Trustee shall execute such documents as are presented to it by such Seller or the Servicer and are reasonably necessary to convey such Repurchased Receivable to such Seller or the Servicer (and, the case of Section 9.1 to convey to the Servicer such portion of the Owner Trust Estate), and transfer all right, title and interest in and to such Repurchased Receivable and the Receivables Files related thereto (and in the case of Section 9.1, the remaining Owner Trust Estate including any Paid-Ahead Amounts and any other payments in respect of such Receivable or the related Financed Vehicle received after the effective date of such purchase or repurchase) the payment of the Repurchase Amount or the Optional Purchase Amount. ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.1. Amendment. This Agreement may be amended by the Sellers, the Servicer and the Issuer, with the prior consent of the Indenture Trustee and the Owner Trustee and prior notice to the Rating Agencies but without prior notice to 75 or the consent of any of the Holders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement which may be inconsistent with any other provisions herein, to evidence a succession to the Servicer or a Seller pursuant to this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Officer's Certificate and/or an Opinion of Counsel reasonably acceptable and delivered to the Owner Trustee and the Indenture Trustee, materially adversely affect the interests of the Issuer or any of the Holders provided, further, that the Servicer shall deliver written notice of such changes to each Rating Agency prior to the execution of any such amendment, or (ii) to effect a transfer or assignment in compliance with Section 10.6(a) of this Agreement. Notwithstanding the foregoing, no amendment modifying the provisions of Section 5.5 shall become effective without satisfaction of the Rating Agency Condition. This Agreement may also be amended from time to time by the Sellers, the Servicer, the Issuer, the Owner Trustee and the Indenture Trustee, with the consent of the Certificateholders representing at least a majority of the Certificate Balance then outstanding and the consent of the Noteholders representing at least a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders (including effecting a transfer or assignment in compliance with Section 10.6(a) of this Agreement); provided, however, that no such amendment, except with the consent of Noteholders representing 100% of the Outstanding Amount or Certificateholders representing 100% of the Certificate Balance then outstanding, as applicable, 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 any Certificateholder or Noteholder, or (b) reduce the aforesaid percentage of the Certificate Balance of the Certificates or the Outstanding Amount of the Notes required to consent to any such amendment. Promptly after the execution of any amendment or consent referred to in this Section 10.1, the Owner Trustee shall furnish a copy of such amendment or consent to the Indenture Trustee and each Certificateholder and to the Rating Agencies. It shall not be necessary for the consent of the Indenture Trustee, the Certificateholders or the Noteholders pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders or Noteholders shall 76 be subject to such reasonable requirements as the Indenture Trustee or the Owner Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Indenture Trustee and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Indenture Trustee and the Owner Trustee shall not be obligated to enter into any such amendment which affects the Indenture Trustee's and the Owner Trustee's own rights, duties or immunities under this Agreement. Satisfaction of the Rating Agency Condition is required prior to the execution of any amendment to this Agreement, other than an amendment permitted pursuant to clause (i) of the first paragraph of this Section 10.1. The Issuer hereby agrees not to enter into an indenture or supplemental indenture for the purpose of amending the Indenture without the prior written consent of the CITSF Administrator. The Sellers hereby agree not to amend the Trust Agreement without the prior written consent of the CITSF Administrator. SECTION 10.2. Protection of Title to Owner Trust Estate. (a) After the Closing Date, the Servicer, pursuant to the power-of-attorney granted by the Sellers pursuant to Section 10.11, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the related Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee, with copies to the Sellers, file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither of the Sellers shall change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by it or by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Servicer at least 30 days prior written notice thereof. (c) Each Seller shall give the Owner Trustee, the Indenture Trustee and the Servicer at least 60 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to 77 permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time either of the Sellers or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used recreational vehicle receivable to any prospective purchaser, creditor, or other transferee, such Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit either Seller, the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables by contract number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedules of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Sellers shall deliver to the Owner Trustee and the Indenture Trustee upon the execution and delivery of this Agreement, an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings. 78 (j) The Servicer shall deliver to the Owner Trustee and Indenture Trustee on or before March 31 of each year, commencing with March 31, 1998, an Opinion of Counsel, dated as of such date, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (k) The Sellers shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (l) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. SECTION 10.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws provisions, and the obligations, rights, remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 10.4. Notices. All demands, notices, and communications under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of (i) Chase USA, to Chase Manhattan Bank USA, National Association, 802 Delaware Avenue, Wilmington, Delaware 19801, Attention:_____________________ and (ii) in the case of Chase, The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention: _____________, or at such other address as shall be designated by either of the Sellers in a written notice to the Indenture Trustee, (b) in the case of the Servicer, The CIT Group/Sales Financing, Inc., 650 CIT Drive, Livingston, New Jersey 07039, Attn: President, with a copy to: The CIT Group/Sales Financing, Inc., 715 South Metropolitan Avenue, Suite 150, Oklahoma City, Oklahoma 73108-2090, Attn: Senior Vice President, or at such other address as shall be designated by the Servicer in a written notice to the Indenture Trustee, (c) in the case of the Indenture Trustee, at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0070, Attention: Corporate Trust Office, and, (d) in the case of the Issuer and the Owner Trustee, at c/o Wilmington Trust Company, 79 Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration. Any notice required or permitted to be mailed to a Holder shall be given by first class mail, postage prepaid, at the address of record of such Holder. Any notice to a Holder so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Holder shall receive such notice. SECTION 10.5. Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or of the Notes or the rights of the Holders thereof. SECTION 10.6. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.3, 7.3, 7.5, 7.6 and 8.2 and subject to the terms of the Servicing Agreement, neither of the Sellers nor the Servicer may assign all, or a portion of, its rights, obligations and duties under this Agreement unless such transfer or assignment satisfies the Rating Agency Condition. In the event of a transfer or assignment pursuant to this Section 10.6, the Rating Agencies shall be provided with notice of such transfer or assignment. SECTION 10.7. Certificates and Notes Nonassessable and Fully Paid. The interests represented by the Certificates and Notes shall be nonassessable for any losses or expenses of the Issuer or for any reason whatsoever, and, upon authentication thereof by the Indenture Trustee and the Owner Trustee pursuant to the Trust Agreement and the Indenture, respectively, each Certificate and Note shall be deemed fully paid. SECTION 10.8. Third-Party Beneficiaries. This Agreement inures to the benefit of and is binding upon the parties hereto, and their respective successors and permitted assigns. The Administrators, the Owner Trustee, individually and on behalf of the Certificateholders, and the Indenture Trustee, individually and on behalf of the Noteholders are third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as it were a party hereto. Except as otherwise provided in this Agreement, no other person will have any right or obligation hereunder. SECTION 10.9. Assignment to Indenture Trustee. Each Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and the other property 80 constituting the Owner Trust Estate and/or the assignment of any or all of the Issuer's rights and obligations hereunder to the Indenture Trustee. SECTION 10.10. Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall Wilmington Trust Company in its individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of the Issuer, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by Norwest Bank Minnesota, National Association not in its individual capacity but solely as Indenture Trustee, and in no event shall Norwest Bank Minnesota, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. SECTION 10.11. Power-of-Attorney. Each of the Sellers do hereby make, constitute and appoint the CITSF, as Servicer hereunder, and any successor Servicer hereunder, as its attorney-in-fact to execute on behalf of such Seller any of the financing statements and continuation statements required to be executed by the Servicer pursuant to Section 10.2 or other documents or financing statements required to be executed or filed in order to realize on a Financed Vehicle or to comply with the Servicer's obligations under Section 4.4 hereof. 81 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Seller By: ------------------------------------- Name: Title: THE CHASE MANHATTAN BANK, as Seller By: ------------------------------------- Name: Title: THE CIT GROUP/SALES FINANCING, INC., as Servicer By: ------------------------------------- Name: Title: CHASE MANHATTAN RV OWNER TRUST, 1997-A, as Issuer By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer By: ------------------------------------- Name: Title: Acknowledged and Accepted: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION not in its individual capacity, but solely in its capacity as Indenture Trustee By: ------------------------------------- Name: Title: 83 SCHEDULE A-1 LIST OF CHASE USA RECEIVABLES Delivered to the Owner Trustee and the Indenture Trustee on the Closing Date. 84 SCHEDULE A-2 LIST OF CHASE RECEIVABLES Delivered to the Owner Trustee and the Indenture Trustee on the Closing Date. 85 SCHEDULE B LOCATION OF RECEIVABLE FILES [TO BE PROVIDED] 86 SCHEDULE C ALLOCATION OF NOTES AND CERTIFICATES Chase Chase USA ----- --------- Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class A-6 Class A-7 Class A-8 Class A-9 Class A-10 87 SCHEDULE D ALLOCATION OF FEES AND EXPENSES TO SERVICER 88 EXHIBIT A [FORM OF SERVICER'S CERTIFICATE] EXHIBIT B [FORM OF MONTHLY REPORT] EXHIBIT C [FORM OF STATEMENT TO CERTIFICATEHOLDERS AND NOTEHOLDERS] EXHIBIT D FORM OF AMENDED AND RESTATED SERVICING AGREEMENT C-2 EX-4.2 9 INDENTURE OH&S DRAFT 9/17/97 - ------------------------------------------------------------------------------- CHASE MANHATTAN RV OWNER TRUST 1997-A Class A-1 [____]% Asset Backed Notes Class A-2 [____]% Asset Backed Notes Class A-3 [____]% Asset Backed Notes Class A-4 [____]% Asset Backed Notes Class A-5 [____]% Asset Backed Notes Class A-6 [____]% Asset Backed Notes Class A-7 [____]% Asset Backed Notes Class A-8 [____]% Asset Backed Notes Class A-9 [____]% Asset Backed Notes Class A-10 [____]% Asset Backed Notes INDENTURE Dated as of September 1, 1997 Norwest Bank Minnesota, National Association as Indenture Trustee - ------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1 Definitions............................................... 2 SECTION 1.2 Incorporation by Reference of Trust Indenture Act........................................... 2 SECTION 1.3 Usage of Terms............................................ 3 SECTION 1.4 Calculations of Interest.................................. 3 ARTICLE II THE NOTES SECTION 2.1 Form...................................................... 3 SECTION 2.2 Execution, Authentication and Delivery.................... 4 SECTION 2.3 Temporary Notes........................................... 4 SECTION 2.4 Registration of Transfer and Exchange..................... 5 SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes................................................... 7 SECTION 2.6 Persons Deemed Owner...................................... 8 SECTION 2.7 Payment of Principal and Interest; Defaulted Interest...................................... 8 SECTION 2.8 Cancellation.............................................. 10 SECTION 2.9 Release of Collateral..................................... 10 SECTION 2.10 Book-Entry Notes.......................................... 10 SECTION 2.11 Notices to Clearing Agency................................ 11 SECTION 2.12 Definitive Notes.......................................... 11 SECTION 2.13 Authenticating Agent...................................... 12 SECTION 2.14 Appointment of Paying Agent............................... 13 ARTICLE III COVENANTS SECTION 3.1 Payment of Principal and Interest......................... 15 SECTION 3.2 Maintenance of Office or Agency........................... 15 SECTION 3.3 Money for Payments To Be Held in Trust.................... 16 SECTION 3.4 Existence................................................. 17 SECTION 3.5 Protection of Trust Estate................................ 17 SECTION 3.6 Opinions as to Trust Estate............................... 17 SECTION 3.7 Performance of Obligations; Servicing of Receivables............................................. 18 SECTION 3.8 Negative Covenants........................................ 19 SECTION 3.9 Annual Statement as to Compliance......................... 20 SECTION 3.10 The Issuer May Consolidate, Etc. Only on Certain Terms........................................... 20 SECTION 3.11 Successor or Transferee................................... 22 SECTION 3.12 No Other Business......................................... 22 i SECTION 3.13 No Borrowing.............................................. 22 SECTION 3.14 Servicer's Obligations.................................... 23 SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities............................................. 23 SECTION 3.16 Capital Expenditures...................................... 23 SECTION 3.17 Restricted Payments....................................... 23 SECTION 3.18 Notice of Events of Default............................... 23 SECTION 3.19 Further Instruments and Acts.............................. 23 ARTICLE IV SATISFACTION AND DISCHARGE SECTION 4.1 Satisfaction and Discharge of Indenture................... 24 SECTION 4.2 Application of Trust Money................................ 25 SECTION 4.3 Repayment of Moneys Held by Paying Agent................................................... 25 SECTION 4.4 Duration of the Position of the Indenture Trustee for the Benefit of Certificateholders...................................... 25 ARTICLE V REMEDIES SECTION 5.1 Events of Default......................................... 26 SECTION 5.2 Acceleration of Maturity; Rescission and Annulment............................................... 27 SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee.................... 27 SECTION 5.4 Remedies; Priorities...................................... 29 SECTION 5.5 Optional Preservation of the Receivables............................................. 30 SECTION 5.6 Limitation of Suits....................................... 31 SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest.......................... 32 SECTION 5.8 Restoration of Rights and Remedies........................ 32 SECTION 5.9 Rights and Remedies Cumulative............................ 32 SECTION 5.10 Delay or Omission Not a Waiver............................ 32 SECTION 5.11 Control by Noteholders.................................... 32 SECTION 5.12 Waiver of Past Defaults................................... 33 SECTION 5.13 Undertaking for Costs..................................... 33 SECTION 5.14 Waiver of Stay or Extension Laws.......................... 34 SECTION 5.15 Action on Notes........................................... 34 SECTION 5.16 Performance and Enforcement of Certain Obligations............................................. 34 ARTICLE VI THE INDENTURE TRUSTEE SECTION 6.1 Duties of the Indenture Trustee........................... 35 SECTION 6.2 Rights of the Indenture Trustee........................... 37 SECTION 6.3 Individual Rights of the Indenture ii Trustee................................................. 38 SECTION 6.4 The Indenture Trustee's Disclaimer........................ 38 SECTION 6.5 Notice of Defaults........................................ 38 SECTION 6.6 Reports by the Indenture Trustee to Holders................................................. 38 SECTION 6.7 Compensation and Indemnity................................ 39 SECTION 6.8 Replacement of the Indenture Trustee...................... 39 SECTION 6.9 Successor Indenture Trustee by Merger..................... 40 SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.............................. 41 SECTION 6.11 Eligibility; Disqualification............................. 42 SECTION 6.12 Preferential Collection of Claims Against the Issuer...................................... 42 ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS SECTION 7.1 The Issuer To Furnish the Indenture Trustee Names and Addresses of the Noteholders............................................. 43 SECTION 7.2 Preservation of Information; Communications to the Noteholders....................... 43 SECTION 7.3 Reports by the Issuer..................................... 43 SECTION 7.4 Reports by the Indenture Trustee.......................... 44 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.1 Collection of Money....................................... 44 SECTION 8.2 Accounts.................................................. 44 SECTION 8.3 General Provisions Regarding Accounts..................... 46 SECTION 8.4 Release of Trust Estate................................... 47 SECTION 8.5 Opinion of Counsel........................................ 47 ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.......................................... 48 SECTION 9.2 Supplemental Indentures with Consent of the Noteholders......................................... 49 SECTION 9.3 Effect of Supplemental Indenture.......................... 51 SECTION 9.4 Conformity with Trust Indenture Act....................... 51 SECTION 9.5 Reference in Notes to Supplemental Indentures.............................................. 51 SECTION 9.6 Execution of Supplemental Indentures...................... 51 ARTICLE X [Reserved] iii ARTICLE XI MISCELLANEOUS SECTION 11.1 Compliance Certificates and Opinions, etc..................................................... 52 SECTION 11.2 Form of Documents Delivered to the Indenture Trustee....................................... 54 SECTION 11.3 Actions of Noteholders.................................... 55 SECTION 11.4 Notices, etc., to the Indenture Trustee, the Issuer, and Rating Agencies......................... 55 SECTION 11.5 Notices to Noteholders; Waiver............................ 56 SECTION 11.6 Alternate Payment and Notice Provisions................... 57 SECTION 11.7 Conflict with Trust Indenture Act......................... 57 SECTION 11.8 Effect of Headings and Table of Contents................................................ 57 SECTION 11.9 Successors and Assigns.................................... 57 SECTION 11.10 Separability.............................................. 57 SECTION 11.11 Benefits of Indenture..................................... 57 SECTION 11.12 Legal Holidays............................................ 57 SECTION 11.13 GOVERNING LAW............................................. 58 SECTION 11.14 Counterparts.............................................. 58 SECTION 11.15 Recording of Indenture.................................... 58 SECTION 11.16 Trust Obligation.......................................... 58 SECTION 11.17 No Petition............................................... 58 SECTION 11.18 Inspection................................................ 59 Exhibit A - Schedule of Receivables Exhibit B - Form of Note iv CROSS REFERENCE TABLE(1) TIA Section Indenture Section 310 (a)(1).................................................. 6.11 (a)(2).................................................. 6.11 (a)(3).................................................. 6.10 (a)(4).................................................. N.A.(2) (a)(5).................................................. 6.11 (b) ............................................... 6.8; ............................................... 6.11 (c) ............................................... N.A. 311 (a) ............................................... 6.12 (b) ............................................... 6.12 (c) ............................................... N.A. 312 (a) ............................................... 7.1; ............................................... 7.2 (b) ............................................... 7.2 (c) ............................................... 7.2 313 (a) ............................................... 7.4 (b)(1).................................................. 7.4 (b)(2).................................................. 7.4 (c) ............................................... 7.4 (d) ............................................... 7.3 314 (a) ............................................... 7.3 (b) ............................................... 3.6 (c)(1).................................................. 11.1 (c)(2).................................................. 11.1 (c)(3).................................................. 11.1 (d) ............................................... 11.1 (e) ............................................... 11.1 (f) ............................................... N.A. 315 (a) ............................................... 6.1 (b) ............................................... 6.5; ............................................... 11.5 (c) ............................................... 6.1 (d) ............................................... 6.1 (e) ............................................... 5.13 316 (a) (last sentence)..................................... 1.1 (a)(1)(A)............................................... 5.11 (a)(1)(B)............................................... 5.12 (a)(2).................................................. N.A. (b) ............................................... 5.7 (c) ............................................... N.A. 317 (a)(1).................................................. 5.3 (a)(2).................................................. 5.3 (b) ............................................... 3.3 - -------- (1) Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture. (2) N.A. means Not Applicable. v CROSS REFERENCE TABLE(3) TIA Section Indenture Section 318 (a) ............................................... 11.7 - -------- (3) Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture. vi INDENTURE dated as of September 1, 1997, between CHASE MANHATTAN RV OWNER TRUST 1997-A, a Delaware business trust (the "Issuer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual capacity (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [____]% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 [____]% Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [____]% Asset Backed Notes (the "Class A-3 Notes"), Class A-4 [____]% Asset Backed Notes (the "Class A-4 Notes"), Class A-5 [____]% Asset Backed Notes (the "Class A-5 Notes"), Class A-6 [____]% Asset Backed Notes (the "Class A-6 Notes"), Class A-7 [____]% Asset Backed Notes (the "Class A-7 Notes"), Class A-8 [____]% Asset Backed Notes (the "Class A-8 Notes"), Class A-9 [____]% Asset Backed Notes (the "Class A-9 Notes") and Class A-10 [____]% Asset Backed Notes (the "Class A- 10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes and the Class A-9 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, all of the Issuer's right, title and interest in, to and under (a) the Receivables listed in Schedule A hereto, all proceeds thereof and (i) with respect to the Simple Interest Receivables, all amounts and monies received thereon after the Cutoff Date and (ii) with respect to the Precomputed Receivables, all amounts and monies due thereon on and after the Cutoff Date (including in the case of each Seller proceeds of the repurchase by such Seller of the related Receivables pursuant to Section 3.2 of the Sale and Servicing Agreement or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1 of the Sale and Servicing Agreement); (b) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (c) Net Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, credit life or credit disability policies relating to the Financed Vehicles or the Obligors; (d) any proceeds from Dealer repurchase obligations relating to the Receivables; (e) funds on deposit from time to time in the Trust Accounts (including without limitation the Reserve Account and the Paid-Ahead Account), and in all investments and proceeds thereof (other than all investment income on funds on deposit in the Trust Accounts); (f) the Sale and Servicing Agreement; and (g) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, contract rights, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes and (only to the extent expressly provided herein) Holders of the Certificates may be adequately and effectively protected. ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1 Definitions. Capitalized terms are used in this Indenture as defined in Section 1.1 to the Sale and Servicing Agreement dated as of September 1, 1997, among the Issuer and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION and THE CHASE MANHATTAN BANK, as Sellers and THE CIT GROUP/SALES FINANCING, INC., as Servicer (the "Sale and Servicing Agreement"). SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "Commission" means the Securities and Exchange Commission. "indenture securities" means the Notes. "indenture security holder" means a Noteholder. "indenture to be qualified" means this Indenture. 2 "indenture trustee" or "institutional trustee" means the Indenture Trustee. "obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions. SECTION 1.3 Usage of Terms. With respect to all terms in this Indenture, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to "writing" include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Indenture; references to Persons include their permitted successors and assigns; and the term "including" means "including without limitation." All references herein to Articles, Sections, Subsections and Exhibits are references to Articles, Sections, Subsections and Exhibits contained in or attached to this Indenture unless otherwise specified, and each such Exhibit is part of the terms of this Indenture. SECTION 1.4 Calculations of Interest. All calculations of interest made hereunder shall be made on the basis of a year of 360 days of twelve 30-day months, other than the calculation of interest accrued on the Class A-1 Notes, which will be calculated on the basis of a 360-day year based upon the actual number of days elapsed during the related Interest Accrual Period. ARTICLE II THE NOTES SECTION 2.1 Form. The Notes of each class, together with the Indenture Trustee's certificate of authentication, shall be in substantially the form set forth in Exhibit B, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof (except, 3 if applicable, for one Note representing a residual portion of each class which may be issued in a denomination other than an integral multiple of $1,000). Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the date of authentication and delivery of such Notes or did not hold such offices at such date. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The terms of the Notes set forth in Exhibit B are part of the terms of this Indenture. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. SECTION 2.2 Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers or by any other authorized signatory of the Issuer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. The Indenture Trustee shall, upon written order of the Sellers, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $59,500,000.00, Class A-2 Notes for original issue in an aggregate principal amount of $119,000,000.00, Class A-3 Notes for original issue in the aggregate principal amount of $113,000,000.00, Class A-4 Notes for original issue in the aggregate principal amount of $73,000,000.00, Class A-5 Notes for original issue in an aggregate principal amount of $132,000,000.00, Class A-6 Notes for original issue in an aggregate principal amount of $88,000,000.00, Class A-7 Notes for original issue in the aggregate principal amount of $57,000,000.00, Class A-8 Notes for original issue in the aggregate principal amount of $85,000,000.00, Class A-9 Notes for original issue in the aggregate principal amount of $61,000,000.00 and Class A-10 Notes for original issue in the aggregate principal amount of $65,000,000.00. The respective aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class A-6 Notes, Class A-7 Notes, Class A-8 Notes, Class A-9 Notes and Class A-10 Notes outstanding at any time may not exceed such amounts, except as provided in Section 2.5. SECTION 2.3 Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and at the direction of 4 the Issuer, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes. SECTION 2.4 Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of the Notes and the registration of transfers of the Notes. Chase shall initially be "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. In the event that, subsequent to the date of issuance of the Notes, Chase notifies the Indenture Trustee that it is unable to act as Note Registrar, the Indenture Trustee shall act, or the Indenture Trustee shall, with the consent of the Issuer, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Indenture applicable to it, to act, as successor Note Registrar under this Indenture. The Indenture Trustee may revoke such appointment and remove Chase as Note Registrar if the Indenture Trustee determines in its sole discretion that Chase failed to perform its obligations under this Indenture in any material respect. Chase shall be permitted to resign as Note Registrar upon 30 days' written notice to the Indenture Trustee, the Sellers and the Servicer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as Note Registrar until the Indenture Trustee has appointed a successor Note Registrar with the consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to 5 obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. An institution succeeding to the corporate agency business of the Note Registrar shall continue to be the Note Registrar without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Note Registrar. The Note Registrar shall maintain in The City of New York an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange. The Note Registrar initially designates its corporate trust office located at 450 West 33rd Street, New York, New York 10001-2697 as its office for such purposes. The Note Registrar shall give prompt written notice to the Indenture Trustee, the Sellers, the Servicer and to the Noteholders of any change in the location of such office or agency. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(1) of the Uniform Commercial Code are met, the Issuer shall execute, the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount. At the option of the Holder, the Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with 6 such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and (ii) accompanied by such other documents as the Indenture Trustee may require. Each Note surrendered for registration of transfer or exchange shall be cancelled by the Note Registrar and disposed of by the Indenture Trustee or Note Registrar in accordance with its customary practice. No service charge shall be made to a Holder for any registration of transfer or exchange of the Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.5 not involving any transfer. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of any Note for a period of 15 days preceding the due date for any payment in full with respect to such Note. SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Note Registrar, or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Note Registrar and the Indenture Trustee such security or indemnity as may be required by them to hold the Issuer, the Note Registrar and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Note Registrar is different from the Indenture Trustee, the Note Registrar shall) deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like class, tenor and denomination; provided that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer, the Note Registrar and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any 7 loss, damage, cost or expense incurred by the Issuer, the Note Registrar or the Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. Every replacement Note issued pursuant to this Section 2.5 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 2.6 Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Indenture Trustee or the Note Registrar may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and neither the Issuer, the Indenture Trustee or the Note Registrar nor any agent of the Issuer, the Indenture Trustee or the Note Registrar shall be bound by notice to the contrary. SECTION 2.7 Payment of Principal and Interest; Defaulted Interest. (a) The Notes shall accrue interest at the following Interest Rates: Note Interest Rate Class A-1 _____% Class A-2 _____% Class A-3 _____% Class A-4 _____% Class A-5 _____% Class A-6 _____% Class A-7 _____% Class A-8 _____% Class A-9 _____% Class A-10 _____% and such interest shall be payable on each Distribution Date as specified therein. Any installment of interest or principal, if 8 any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the preceding Record Date, by check mailed first-class, postage prepaid, to such Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to the Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on a Note Final Scheduled Distribution Date. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3. (b) The principal of each Note shall be payable in installments no later than 12 noon, New York City time, on each Distribution Date as provided in the form of the Notes, set forth in Exhibit B. The outstanding principal amount of the Notes, to the extent not previously paid, will be payable on the Note Final Scheduled Distribution Date specified for such class in the table below. Note Note Final Scheduled Distribution Date -------------------- Class A-1 Notes October 1998 Class A-2 Notes August 2000 Class A-3 Notes February 2002 Class A-4 Notes December 2002 Class A-5 Notes November 2004 Class A-6 Notes December 2005 Class A-7 Notes October 2006 Class A-8 Notes December 2007 Class A-9 Notes December 2008 Class A-10 Notes March 2010 Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be 9 (i) transmitted by facsimile on such Record Date if Book-Entry Notes are outstanding or (ii) mailed as provided in Section 10.2 not later than three Business Days after such Record Date if Definitive Notes are outstanding and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. SECTION 2.8 Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Note Registrar, be delivered to the Note Registrar and shall be promptly cancelled by the Note Registrar. The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Note Registrar. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Note Registrar in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct that they be destroyed or returned to it; provided that such direction is timely and the Notes have not been previously disposed of by the Note Registrar. SECTION 2.9 Release of Collateral. Subject to Section 11.1, the Indenture Trustee shall release property from the lien of this Indenture only upon request of the Issuer accompanied by an Officer's Certificate, an Opinion of Counsel and Independent Certificates in accordance with the TIA ss.ss.314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency) by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner's interest in such Note, except as provided in Section 2.12. Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or 10 directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of the Note Owners shall be exercised only through the Clearing Agency (or to the extent the Note Owners are not Clearing Agency Participants, through the Clearing Agency Participants through which such Note Owners own Book-Entry Notes) and shall be limited to those established by law and agreements among such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in this Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes, as the case may be, for distribution to the Note Owners in accordance with the procedures of the Clearing Agency. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of the Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to the Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to the Holders of the Notes to the Clearing Agency, and shall have no obligation to the Note Owners. SECTION 2.12 Definitive Notes. If (a) the Sellers advise the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Sellers are unable to locate a qualified successor, (b) the Sellers at their option advise the Indenture Trustee in writing that they elect to terminate the book-entry system through the Clearing Agency, or (c) after the occurrence of an Event of Default or an Event of Servicing 11 Termination, the Note Owners representing beneficial interests aggregating not less than a majority of the Outstanding Amount of the Notes advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing, and if the Clearing Agency shall so notify the Indenture Trustee that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all the Note Owners of the occurrence of any such event and of the availability of Definitive Notes to the Note Owners requesting the same. Upon surrender to the Note Registrar of the typewritten Note or Notes representing the BookEntry Notes by the Clearing Agency, accompanied by re-registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of the Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as the Noteholders. SECTION 2.13 Authenticating Agent. (a) The Indenture Trustee may appoint one or more authenticating agents (each, an "Authenticating Agent") with respect to the Notes which shall be authorized to act on behalf of the Indenture Trustee in authenticating the Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Notes. The Indenture Trustee hereby appoints Chase as Authenticating Agent for the authentication of the Notes upon any registration of transfer or exchange of such Notes. Whenever reference is made in this Indenture to the authentication of the Notes by the Indenture Trustee or the Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent, other than Chase, shall be acceptable to the Issuer. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any 12 time an Authenticating Agent shall cease to be acceptable to the Indenture Trustee or the Issuer, the Indenture Trustee promptly may appoint a successor Authenticating Agent with the consent of the Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Issuer. (d) The Servicer shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 2.13 pursuant to Section 4.7 of the Sale and Servicing Agreement. (e) The provisions of Sections 6.1, 6.2, 6.3, 6.4, 6.7 and 6.9 shall be applicable, mutatis mutandis, to any Authenticating Agent. (f) Pursuant to an appointment made under this Section 2.13, the Notes may have endorsed thereon, in lieu of the Indenture Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Notes referred to in the within mentioned Indenture. ----------------------------------, as Indenture Trustee By: -------------------------------- Authorized Officer or ----------------------------------- as Authenticating Agent for the Indenture Trustee, ----------------------------------- Authorized Officer SECTION 2.14 Appointment of Paying Agent. (a) The Indenture Trustee may appoint a Paying Agent with respect to the Notes. The Indenture Trustee hereby appoints Chase as the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds from the Accounts and make distributions to the Noteholders, the Servicer and the Owner Trustee pursuant to Section 5.5 of the Sale and Servicing 13 Agreement. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Indenture in any material respect or for other good cause. Chase shall be permitted to resign as Paying Agent upon 30 days' written notice to the Sellers and the Indenture Trustee. In the event that Chase shall no longer be the Paying Agent, the Indenture Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company and may be the Indenture Trustee) with the consent of the Sellers, which consent shall not be unreasonably withheld. If at any time the Indenture Trustee shall be acting as the Paying Agent, the provisions of Sections 6.1, 6.3 and 6.4 shall apply, mutatis mutandis, to the Indenture Trustee in its role as Paying Agent. The Indenture Trustee will cause each Paying Agent other than itself and Chase to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Notes if at any time it ceases to meet the standards required to be met by the Paying Agent at the time of its appointment; and (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (b) Chase in its capacity as initial Paying Agent hereunder agrees that it (i) will hold all sums held by it hereunder for 14 payment to the Noteholders in trust for the benefit of the Noteholders entitled thereto until such sums shall be paid to such Noteholders and (ii) shall comply with all requirements of the Code regarding the withholding by the Indenture Trustee of payments in respect of United States federal income taxes due from Note Owners. (c) An institution succeeding to the corporate agency business of the Paying Agent shall continue to be the Paying Agent without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Paying Agent. ARTICLE III COVENANTS SECTION 3.1 Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to Section 8.2(c), the Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account on a Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Holders of the Class A-1 Notes, (ii) for the benefit of the Class A-2 Notes, to the Holders of the Class A-2 Notes, (iii) for the benefit of the Class A-3 Notes, to the Holders of the Class A-3 Notes, (iv) for the benefit of the Class A-4 Notes, to the Holders of the Class A-4 Notes, (v) for the benefit of the Class A-5 Notes, to the Holders of the Class A-5 Notes, (vi) for the benefit of the Class A-6 Notes, to the Holders of the Class A-6 Notes, (vii) for the benefit of the Class A-7 Notes, to the Holders of the Class A-7 Notes, (viii) for the benefit of the Class A-8 Notes, to the Holders of the Class A-8 Notes, (ix) for the benefit of the Class A-9 Notes, to the Holders of the Class A-9 Notes and (x) for the benefit of the Class A-10 Notes, to the Holders of the Class A-10 Notes. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. SECTION 3.2 Maintenance of Office or Agency. The Issuer will maintain in The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange. The Issuer hereby initially appoints the Note Registrar to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the 15 Indenture Trustee as its agent to receive all such surrenders, notices and demands. SECTION 3.3 Money for Payments To Be Held in Trust. As provided in Sections 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account and the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from the Collection Account and the Note Distribution Account for payments on the Notes shall be paid over to the Issuer except as provided in this Section 3.3. On or before each Distribution Date, at the direction of the Servicer in accordance with Section 5.5 of the Sale and Servicing Agreement, the Indenture Trustee or the Paying Agent shall deposit in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee or deposit was made by the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such a payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to the escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on its request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to 16 the Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder). SECTION 3.4 Existence. Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in full effect its existence, rights and franchises as a business trust under the laws of the State of Delaware (unless it becomes, or any successor to the Issuer hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. SECTION 3.5 Protection of Trust Estate. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to: (a) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (b) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (c) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (d) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all persons and parties. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be filed by the Indenture Trustee pursuant to this Section. SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien 17 and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before March 31 of each calendar year, commencing with March 31, 1998, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, rerecording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security interest of this Indenture until March 31 in the following calendar year. SECTION 3.7 Performance of Obligations; Servicing of Receivables. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, any other Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrators to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. 18 (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof in accordance with Section 11.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that, unless such action is specifically permitted hereunder or under the other Basic Documents, it will not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority of Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, or waive timely performance or observance by the Servicer or the Sellers under the Sale and Servicing Agreement; provided that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate under the circumstances. SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (c) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture 19 to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics' liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor) or (iii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics' or other lien) security interest in the Trust Estate. SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee on or before March 31 of each year, commencing March 31, 1998, and otherwise in compliance with the requirements of TIA Section 314(a)(4), an Officer's Certificate stating, as to the Authorized Officer signing such Officer's Certificate, that (a) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officer's supervision; and (b) to the best of such Authorized Officer's knowledge, based on such review, the Issuer has complied with all conditions and covenants in all material respects under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof. SECTION 3.10 The Issuer May Consolidate, Etc. Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all the Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; 20 (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Trust, any Noteholder or any Certificateholder; (v) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as otherwise expressly permitted by this Indenture or the other Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any Person, unless (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State thereof, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all the Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of persons, then one specified Person) shall prepare (or cause to be prepared) and make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; 21 (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Trust, any Noteholder or any Certificateholder; (v) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. (b) Upon a conveyance or transfer of all the assets and properties of the Issuer in accordance with Section 3.10(b), Chase Manhattan RV Owner Trust 1997-A will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that Chase Manhattan RV Owner Trust 1997-A is to be so released. SECTION 3.12 No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the other Basic Documents, issuing the Notes and the Certificates, making payments thereon, and such other activities that are necessary, suitable or desirable to accomplish the foregoing or are incidental to the purposes as set forth in Section 2.3 of the Trust Agreement. SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or 22 indirectly, for any indebtedness except for money borrowed in respect of the Notes or in accordance with the Basic Documents. SECTION 3.14 Servicer's Obligations. The Issuer shall use its best efforts to cause the Servicer to comply with the Sale and Servicing Agreement. SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuming another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. SECTION 3.16 Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty) other than the purchase of the Receivables and related property pursuant to the Sale and Servicing Agreement. SECTION 3.17 Restricted Payments. The Issuer shall not, directly or indirectly, (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (b) redeem, purchase, retire, or otherwise acquire for value any such ownership or equity interest or security or (c) set aside or otherwise segregate any amounts for any such purpose; provided that the Issuer may make, or cause to be made, distributions to the Servicer, the Sellers, the Owner Trustee, the Indenture Trustee and the Certificateholders as permitted by, and to the extent funds are available for such purpose under, the Basic Documents. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or the Paid-Ahead Account except in accordance with this Indenture and the other Basic Documents. SECTION 3.18 Notice of Events of Default. The Issuer agrees to give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default, any Event of Servicing Termination and each default on the part of either Seller of its obligations under the Sale and Servicing Agreement. SECTION 3.19 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably 23 necessary or proper to carry out more effectively the purpose of this Indenture. ARTICLE IV SATISFACTION AND DISCHARGE SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.15, 3.16 and 3.18, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and 4.4) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when (i) either (A) All Notes theretofore authenticated and delivered (other than (1) the Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2) the Notes for which payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at their respective Note Final Scheduled Distribution Dates within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) of Section 4.1(i)(B), has irrevocably deposited or caused to 24 be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on their respective Note Final Scheduled Distribution Dates; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. SECTION 4.2 Application of Trust Money. All moneys deposited with the Indenture Trustee pursuant to Section 4.1(i)(B) shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law. SECTION 4.3 Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. SECTION 4.4 Duration of the Position of the Indenture Trustee for the Benefit of Certificateholders. Notwithstanding (i) the earlier payment in full of all principal and interest due to the Noteholders under the terms of the Notes of each class, (ii) the cancellation of such Notes pursuant to Section 2.8 and (iii) the discharge of the Indenture Trustee's duties hereunder with respect to such Notes, the Indenture Trustee shall continue to act in the capacity of the Indenture Trustee hereunder for the benefit of the Certificateholders and the Indenture Trustee, for the benefit of the Certificateholders, shall comply with its obligations under Sections 5.1, 5.5, 5.6, 7.5, 8.1 and 8.2 of the 25 Sale and Servicing Agreement, as appropriate, until such time as all distributions in respect of the Certificate Balance and interest due to the Certificateholders have been paid in full. ARTICLE V REMEDIES SECTION 5.1 Events of Default. "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days; (b) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with) which default materially and adversely affects the rights of the Noteholders, and which default shall continue or not be cured for a period of 30 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 90 days or less and the Servicer on behalf of the Issuer delivers an Officer's Certificate to the Indenture Trustee to the effect that the Issuer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders representing not less than 25% of the Outstanding Amount of the Notes, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; and (d) an Insolvency Event shall have occurred for the Issuer. The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer's Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause 26 (c), its status and what action the Issuer is taking or proposes to take with respect thereto. SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default shall occur and be continuing, then and in every such case the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by the Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing a majority of the Outstanding Amount of the Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences; provided, that, no such rescission shall affect any subsequent default or impair any right consequent thereto. SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Notes, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. (b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 27 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have 28 the claims of the Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings. SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2, the Indenture Trustee may do one or more of the following (subject to Section 5.5): (i) institute proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any 29 judgment obtained, and collect from the Issuer and any other obligor upon such Notes moneys adjudged due; (ii) institute proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and the Certificateholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and the Certificate Balance and accrued interest thereon, or (C)(1) there has been an Event of Default described in Section 5.1(a) or (b), (2) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and (3) the Indenture Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property (and other amounts including amounts held on deposit in the Reserve Account and Paid-Ahead Account) held as Collateral for the benefit of the Noteholders in the following order: FIRST: to the Indenture Trustee for amounts due under Section 6.7; and SECOND: to the Collection Account for distribution pursuant to Section 9.1(b) of the Sale and Servicing Agreement. SECTION 5.5 Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 30 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders representing not less than 25% of the Outstanding Amount of the Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders representing not less than a majority of the Outstanding Amount of the Notes; it being understood and intended that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of the Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Notes, each representing less than a majority of the 31 Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as through no such proceeding had been instituted. SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.10 Delay or Omission Not a Waiver. No delay or Omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be. SECTION 5.11 Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that 32 (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of the Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders of the Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and (e) such direction shall be in writing; provided, further, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action. SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of the Notes of not less than a majority of the Outstanding Amount of the Notes may, on behalf of all such Holders, waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note then outstanding. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Issuer shall give prompt written notice of any waiver to the Rating Agencies. SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of 33 any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes, or, (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture. SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. SECTION 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Sellers and the Servicer, as applicable, of each of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of either Seller or the Servicer thereunder and the institution of 34 legal or administrative actions or proceedings to compel or secure performance by the Sellers or the Servicer of each of their respective obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, foreclose upon its security interest in the Issuer's rights under the Sale and Servicing Agreement and exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sellers or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Sellers or the Servicer of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended. ARTICLE VI THE INDENTURE TRUSTEE SECTION 6.1 Duties of the Indenture Trustee. (a) The Indenture Trustee, both prior to and after the occurrence of an Event of Default, shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement. If an Event of Default known to the Indenture Trustee has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Sale and Servicing Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. The Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture or the Sale and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this Indenture or the Sale and Servicing Agreement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith or wilful malfeasance; provided, however, that: 35 (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture or the Sale and Servicing Agreement against the Indenture Trustee, and in the absence of bad faith on its part or manifest error, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture or the Sale and Servicing Agreement; and (ii) The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts nor shall the Indenture Trustee be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or in accordance with a direction received by it pursuant to Section 5.11. (c) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (d) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (e) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer (including its obligations as custodian) under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Sale and Servicing Agreement. (f) The Indenture Trustee shall not be charged with knowledge of an Event of Default until such time as a Responsible Officer shall have actual knowledge or have received written notice thereof. (g) Except for actions expressly authorized by this Indenture or, based upon an Opinion of Counsel, in the best interests of the 36 Noteholders, the Indenture Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. SECTION 6.2 Rights of the Indenture Trustee. (a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes, suffers or omits to take in good faith in reliance on the Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee shall have no duty to monitor the performance of the Issuer. (d) The Indenture Trustee shall not be personally liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the written advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the written advice or opinion of such counsel. A copy of such written advice or Opinion of Counsel shall be provided to the Sellers, the Servicer and the Rating Agencies. (f) [Reserved]. (g) Prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing to do so by Holders of the Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, 37 that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses, or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense, or liability or payment of such expenses as a condition precedent to so proceeding. The reasonable expense of every such examination shall be paid by the Issuer or by the Sellers at the direction of the Issuer or, if paid by the Indenture Trustee, shall be reimbursed by the Issuer or by the Sellers at the direction of the Issuer upon demand. Nothing in this clause (g) shall affect the obligation of the Issuer or the Sellers to observe any applicable law prohibiting disclosure of information regarding the Obligors. SECTION 6.3 Individual Rights of the Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not the Indenture Trustee. Any Paying Agent, the Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12. SECTION 6.4 The Indenture Trustee's Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, shall not be accountable for the Issuer's use of the proceeds from the Notes, and shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee's certificate of authentication. SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and if it is either actually known or written notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within 90 days after such knowledge or notice occurs. Except in the case of a Default in accordance with the provisions of Section 313(c) of the TIA in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of the Noteholders. SECTION 6.6 Reports by the Indenture Trustee to Holders. Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of this Indenture, the Indenture Trustee shall deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal, state and local income or franchise tax returns for such calendar year. 38 SECTION 6.7 Compensation and Indemnity. The Issuer shall cause the Servicer pursuant to Section 4.7 of the Sale and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer and the Sellers pursuant to Sections 4.7 and 6.2, respectively of the Sale and Servicing Agreement the Sale and Servicing Agreement to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall cause the Sellers pursuant to the Sale and Servicing Agreement to indemnify the Indenture Trustee against any and all loss, liability or expense (including the fees of either in-house counsel or outside counsel, but not both) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer, the Servicer and the Sellers promptly of any claim for which it may seek indemnity. The Servicer's and the Sellers' payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(d) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. SECTION 6.8 Replacement of the Indenture Trustee. (a) The Indenture Trustee may give notice of its intent to resign at any time by so notifying the Issuer and the Noteowners. The Holders of a majority in Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee and the Issuer may appoint a successor Indenture Trustee. Such resignation or removal shall become effective as described below. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such 39 event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee. (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and thereupon the resignation or removal of the Indenture Trustee shall become effective, and the successor Indenture Trustee, without any further act, deed or conveyance shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee gives notice of its intent to resign or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (f) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to Section 6.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. (g) Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the Issuer's, the Servicer's and the Sellers' obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee. SECTION 6.9 Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee. The Indenture Trustee shall provide the Issuer and the Rating Agencies prior written notice of any such transaction. In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of 40 any predecessor Indenture Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor Indenture Trustee may authenticate such Notes either in the name of any predecessor Indenture Trustee hereunder or in the name of the successor Indenture Trustee; and in all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or in this Indenture with respect to the certificate of authentication of the Indenture Trustee. SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Issuer may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part hereof, and, subject to the other provisions of this Section, such power, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. The Sellers will pay all reasonable fees and expenses of any co-trustee or co-trustees or separate trustee or separate trustees. The appointment of any separate trustee or co-trustee shall not absolve the Indenture Trustee of its obligations under this Indenture. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as an Indenture Trustee under Section 6.11, and no notice to the Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Issuer or the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, 41 including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee (with a copy given to the Issuer). (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA ss.310(a). The Indenture Trustee shall have a combined capital and surplus of at least $100,000,000 as of the last day of the most recent fiscal quarter for such institution and shall be subject to examination or supervision by federal or state authorities. The long-term unsecured debt of the Indenture Trustee shall at all times be rated not lower than "BBB-" by Standard & Poor's, "BBB-" by Duff & Phelps (if rated by Duff & Phelps) and Baa3 by Moody's or such other ratings as are acceptable to the Rating Agencies. The Indenture Trustee shall comply with TIA ss.310(b), including the optional provision permitted by the second sentence of TIA ss.310(b)(9); provided that there shall be excluded from the operation of TIA ss.310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA ss.310(b)(1) are met. SECTION 6.12 Preferential Collection of Claims Against the Issuer. The Indenture Trustee shall comply with TIA ss.311(a), excluding any creditor relationship listed in TIA ss.311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA ss.311(a) to the extent indicated therein. 42 ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS SECTION 7.1 The Issuer To Furnish the Indenture Trustee Names and Addresses of the Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date and (b) at such other times as the Indenture Trustee may request in writing, within 14 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished, provided that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. SECTION 7.2 Preservation of Information; Communications to the Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of the Noteholders received by the Indenture Trustee in its capacity as the Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (b) The Noteholders may communicate pursuant to TIA ss.312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA ss.312(c). SECTION 7.3 Reports by the Issuer. (a) The Issuer shall: (i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; (ii) file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 43 (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA ss.313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year. SECTION 7.4 Reports by the Indenture Trustee. If required by TIAss.313(a), within 60 days after each March 31, beginning with March 31, 1998, the Indenture Trustee shall mail to each Noteholder as required by TIAss.313(c) a brief report dated as of such date that complies with TIAss.313(a). The Indenture Trustee also shall comply with TIAss.313(b). A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. On each Distribution Date, the Indenture Trustee shall include with each payment to each Noteholder a copy of the statement for the related Collection Period provided to the Indenture Trustee pursuant to Section 5.8 of the Sale and Servicing Agreement. ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.1 Collection of Money. Except as otherwise provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V. SECTION 8.2 Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Sellers to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and/or the Certificateholders, as applicable, the 44 Accounts as provided in Article V of the Sale and Servicing Agreement. (b) Before each Distribution Date, the Servicer and the Sellers are required to deposit the Available Amount with respect to the preceding Collection Period in the Collection Account pursuant to Sections 5.2 and 5.4 of the Sale and Servicing Agreement. On each Deposit Date, the Indenture Trustee shall withdraw the Reserve Account Transfer Amount for the related Distribution Date from the Reserve Account and deposit it in the Collection Account in accordance with Section 5.5(b) of the Sale and Servicing Agreement. On or before each Distribution Date, the Indenture Trustee or the Paying Agent on behalf of the Indenture Trustee shall transfer the Noteholders' Distributable Amount for such Distribution Date from the Collection Account to the Note Distribution Account in accordance with Section 5.5(c) of the Sale and Servicing Agreement. (c) Not later than 12:00 noon, New York City time, on each Distribution Date, the Indenture Trustee or the Paying Agent on behalf of the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) to accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; (ii) unless otherwise provided in clause (xii) below, to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) unless otherwise provided in clause (xii) below, to the Holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) unless otherwise provided in clause (xii) below, to the Holders of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (v) unless otherwise provided in clause (xii) below, to the Holders of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (vi) unless otherwise provided in clause (xii) below, to the Holders of the Class A-5 Notes until the Outstanding Amount of the Class A-5 Notes is reduced to zero; 45 (vii) unless otherwise provided in clause (xii) below, to the Holders of the Class A-6 Notes until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (viii) unless otherwise provided in clause (xii) below, to the Holders of the Class A-7 Notes until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (ix) unless otherwise provided in clause (xii) below, to the Holders of the Class A-8 Notes until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (x) unless otherwise provided in clause (xii) below, to the Holders of the Class A-9 Notes until the Outstanding Amount of the Class A-9 Notes is reduced to zero; (xi) unless otherwise provided in clause (xii) below, to the Holders of the Class A-10 Notes until the Outstanding Amount of the Class A-10 Notes is reduced to zero; and (xii) if the Notes have been declared immediately due and payable as provided in Section 5.2, any amounts remaining in the Note Distribution Account after the applications described in Section 8.2(c)(i) shall be applied to the repayment of principal on each of the Notes pro rata on the basis of the respective unpaid principal amount of each such Note. SECTION 8.3 General Provisions Regarding Accounts. (a) In accordance with Section 5.1(b) and Section 5.6(b) of the Sale and Servicing Agreement, all funds in the Collection Account, the Reserve Account and the Paid-Ahead Account shall be invested in Permitted Investments upon written direction of the Sellers. All income or other gain from investments of moneys deposited in such Accounts shall be paid as provided in the Sale and Servicing Agreement, and any loss resulting from such investments shall be charged to such account. The Sellers will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of such Accounts unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person. (b) Subject to Section 6.1(b), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Accounts resulting from any loss on any Permitted Investment included therein except for losses attributable to the Indenture Trustee's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Sellers shall have failed to give investment directions for any funds on deposit in the Collection Account, as the case may be, to the Indenture Trustee by 11:00 a.m., New York 46 City time (or such other time as may be agreed by the Sellers and the Indenture Trustee) on any Business Day, or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in such Accounts in one or more Permitted Investments. The Indenture Trustee shall not be liable for losses in respect of such investments in Permitted Investments that comply with the requirements of the Basic Documents except for losses attributable to the Indenture Trustee's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. SECTION 8.4 Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding, and all sums due the Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Note Distribution Account. The Indenture Trustee shall (i) release any remaining portion of the Trust Estate that secures the Certificates from the lien of this Indenture and (ii) release to the Issuer or any other Person entitled thereto any funds then on deposit in the Reserve Account, Paid-Ahead Account or the Collection Account only to such time as (x) there are no Notes Outstanding, (y) all payments in respect of Certificate Balance and interest due to the Certificateholders have been paid in full and (z) all sums due to the Indenture Trustee pursuant to Section 6.7 have been paid. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1. SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven days' notice when requested by the 47 Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee may also require as a condition of such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders; provided, however that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies by the Issuer, when authorized by an Issuer Request, the Issuer and the Indenture Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture 48 or in any supplemental indenture; provided that such action shall not materially and adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; and (viii) to effect the appointment of a successor Indenture Trustee in accordance with Section 6.11(b). The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such action shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of any Noteholder. SECTION 9.2 Supplemental Indentures with Consent of the Noteholders. The Issuer and the Indenture Trustee, when authorized by the Issuer, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon with respect 49 thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (ii) reduce the percentage of the Outstanding Amount of the Notes, the consent of all the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or any of the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (vii) permit the creation of any Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein or in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may determine whether any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. 50 The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Noteholders shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 9.3 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be an be deemed to be part of the terms and conditions of this Indenture and the Notes affected thereby for any and all purposes. SECTION 9.4 Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall comply in all respects with the TIA. SECTION 9.5 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so require, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. SECTION 9.6 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture the Indenture Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion 51 of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. ARTICLE X [Reserved] ARTICLE XI MISCELLANEOUS SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants or other experts meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory such condition or covenant has been complied with. 52 (b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i), the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer's Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes. (iii) Other than with respect to the release of any Repurchased Receivables or Liquidated Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property other than Repurchased Receivables and Liquidated Receivables, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (iii) and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set 53 forth in the related Officer's Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes. (v) Notwithstanding Section 2.9 or any provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of the Receivables as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents. SECTION 11.2 Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person my certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, either Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, such Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application, certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document (x) as a condition of the granting of such application, or (y) as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in each case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency 54 of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI. SECTION 11.3 Actions of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, when required, to the Issuer or the Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Indenture Trustee, the Issuer and the Servicer, if made in the manner provided in this Section 11.3. (b) The fact and date of the execution by any Noteholder of any such instrument or writing may be proved in any reasonable manner which the Indenture Trustee deems sufficient. (c) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Noteholder shall bind every Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Indenture Trustee, the Issuer or the Servicer in reliance thereon, regardless of whether notation of such action is made upon such Note. (d) The Indenture Trustee may require such additional proof of any matter referred to in this Section 11.3 as it shall deem necessary. SECTION 11.4 Notices, etc., to the Indenture Trustee, the Issuer, and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with: (a) The Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if personally delivered or mailed certified mail, return receipt requested and shall be deemed to have been duly given upon receipt by the Indenture Trustee at its Corporate Trust Office, or (b) The Issuer by the Indenture Trustee or any Noteholder shall be sufficient for every purpose hereunder if personally delivered or mailed certified mail, return receipt to the Issuer addressed to: Chase Manhattan RV Owner Trust 55 1997-A, in care of Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration or at any other address previously furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally delivered or mailed certified mail, return receipt requested to (i) in the case of Moody's, at the following address: Moody's Investors Service, 99 Church Street, New York, New York 10004, (ii) in the case of S&P, at the following address: Standard & Poor's Ratings Service, 26 Broadway (15th Floor), New York, New York 10004, Attention of Asset Backed Surveillance Department or (iii) in the case of Duff & Phelps, at the following address: Duff & Phelps Credit Rating Company, 17 State Street, 12th Floor, New York, New York 10004; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties. SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to the Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other 56 right or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default. SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder that is different from the methods provided for in this Indenture for such payments or notices, provided that such methods are reasonable and consented to by the Indenture Trustee (which consent shall not be unreasonably withheld). The Issuer will furnish to the Indenture Trustee a copy of each such agreement, and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements. SECTION 11.7 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this indenture by any of the provisions of the TIA, such required provision shall control. The provisions of TIA ss.ss. 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 11.9 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns. All agreements of the Indenture Trustee in this Indenture shall bind its successors. SECTION 11.10 Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Noteholders and (only to the extent expressly provided herein) the Certificateholders, and any other party secured hereunder, and any other person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 11.12 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this 57 Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 11.14 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 11.15 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture or to satisfy any provision of the TIA. SECTION 11.16 Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. SECTION 11.17 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United 58 States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Basic Documents. SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its Obligations hereunder. IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. CHASE MANHATTAN RV OWNER TRUST 1997-A By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ---------------------------- Name: Title: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: ---------------------------- Name: Title: 59 EXHIBIT A SCHEDULE OF RECEIVABLES Delivered to the Owner Trustee and the Indenture Trustee on the Closing Date. EXHIBIT B FORM OF NOTE REGISTERED $________________(1) No. R-______ CUSIP NO. [_________] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. CHASE MANHATTAN RV OWNER TRUST 1997-A [____]% CLASS A-[__] ASSET BACKED NOTES Chase Manhattan RV Owner Trust 1997-A, a trust organized and existing under the laws of the State of Delaware (including any successor, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of DOLLARS ($ ), partially payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is $__________ and the denominator of which is $[________] by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-[__] Notes pursuant to Section 3.1 of the Indenture; provided that the entire unpaid principal amount of this Note shall be due and payable on the [________] Distribution Date. The Issuer will pay interest on this Note at the rate per annum shown above, on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding the then current Distribution Date or, if no interest has yet been paid, from September __, 1997. Interest will be computed on the basis of a 360-day year [based upon the actual number of days elapsed during the related Interest Accrual Period] [of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Dated: __________, 199_ CHASE MANHATTAN RV OWNER TRUST 1997-A By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement By: --------------------------------- Name: Title: B-2 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within mentioned Indenture. Dated: ________ __, 199_ NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION not in its individual capacity but solely as Indenture Trustee By: ---------------------------- Authorized Signatory B-3 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Class A-[__] Asset Backed Notes (herein called the "Class A-[__] Notes" or the "Notes"), all issued under an Indenture dated as of September 1, 1997 (such Indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and Norwest Bank Minnesota, National Association, not in its individual capacity but solely as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. The Notes and the other Class A-[__] Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate applicable thereto to the extent lawful. Each Holder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. It is the intent of the Sellers, the Noteholders and the Note Owners, the Issuer, the Certificateholders and the Certificate Owners, that the Notes will be classified as indebtedness of the Issuer for all United States tax purposes. The Noteholders, by acceptance of a Note, agree to treat, and to take no action inconsistent with the treatment of, the Notes as indebtedness of the Issuer for such tax purposes. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that they will not at any time institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Basic Documents. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Chase Manhattan Bank USA, National Association nor The Chase Manhattan Bank, in its individual capacity, nor any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee - ------------------------------------------------------------------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto - ------------------------------------------------------------------------------- (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ****/ --------------------- ------------------------------------ Signature Guaranteed: - -------- ****/ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. (1) Denominations of $1,000 and integral multiples of $1,000 in excess thereof. EX-4.3(A) 10 CERTIFICATE OF TRUST CERTIFICATE OF TRUST OF CHASE MANHATTAN RV OWNER TRUST 1997-A THIS Certificate of Trust of Chase Manhattan RV Owner Trust 1997-A (the "Trust"), dated as of July __, 1997, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss.3801 et seq.). 1. Name. The name of the business trust formed hereby is Chase Manhattan RV Owner Trust 1997-A. 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration. 3. Effective Date. This Certificate of Trust shall be effective as of the date filed. IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first-above written. WILMINGTON TRUST COMPANY, as trustee By: /s/ Emmett R. Harmon ---------------------------- Name: Emmett R. Harmon Title: Vice President EX-4.3(B) 11 AMENDED AND RESTATED TRUST AGREEMENT OH&S DRAFT 9/17/97 ================================================================================ CHASE MANHATTAN RV OWNER TRUST 1997-A AMENDED AND RESTATED TRUST AGREEMENT among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, and THE CHASE MANHATTAN BANK, as Depositors and WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of September 1, 1997 ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS SECTION 1.1 Capitalized Terms........................................... 1 ARTICLE II ORGANIZATION 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 Contribution of Trust Estate................................................. 3 SECTION 2.6 Declaration of Trust........................................ 3 SECTION 2.7 Title to Issuer Property.................................... 3 SECTION 2.8 Situs of Issuer............................................. 3 SECTION 2.9 Representations and Warranties of each Depositor.............................................. 4 SECTION 2.10 Liability of Certificateholders............................. 4 SECTION 2.11 Guaranteed Payments/Gross Income Allocations............................................ 4 SECTION 2.12 Deduction and Loss Allocations.............................. 5 SECTION 2.13 Special Allocations......................................... 6 SECTION 2.14 Amended and Restated Trust Agreement........................ 6 ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS SECTION 3.1 Initial Ownership........................................... 6 SECTION 3.2 The Certificates............................................ 6 SECTION 3.3 Execution, Authentication and Delivery of Certificates........................................ 7 SECTION 3.4 Registration of Transfer and Exchange of Certificates........................................ 7 SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates........................................... 9 SECTION 3.6 Persons Deemed Certificateholders........................... 9 SECTION 3.7 Access to List of Certificateholders' Names and Addresses.................................... 9 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 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 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 SECTION 5.1 Establishment of Certificate Distribution Account................................... 17 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.................... 19 SECTION 5.6 Signature on Returns; Tax Matters Partner................................................ 19 SECTION 5.7 Capital Accounts............................................ 19 ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE SECTION 6.1 General Authority........................................... 20 SECTION 6.2 General Duties.............................................. 21 SECTION 6.3 Action upon Instruction..................................... 21 SECTION 6.4 No Duties Except as Specified in this Agreement or in Instructions........................... 22 SECTION 6.5 No Action Except under Specified Documents or Instructions.............................. 22 SECTION 6.6 Restrictions................................................ 22 SECTION 6.7 Doing Business in Other Jurisdictions....................... 23 ARTICLE VII CONCERNING OWNER TRUSTEE SECTION 7.1 Acceptance of Trusts and Duties............................. 23 SECTION 7.2 Furnishing of Documents..................................... 25 SECTION 7.3 Representations and Warranties.............................. 25 ii SECTION 7.4 Reliance; Advice of Counsel................................. 26 SECTION 7.5 Not Acting in Individual Capacity........................... 27 SECTION 7.6 Owner Trustee May Own Certificates and Notes.................................................. 27 ARTICLE VIII COMPENSATION OF OWNER TRUSTEE SECTION 8.1 Owner Trustee's Fees and Expenses........................... 27 SECTION 8.2 Indemnification............................................. 28 SECTION 8.3 Payments to Owner Trustee................................... 28 ARTICLE IX TERMINATION OF TRUST AGREEMENT SECTION 9.1 Termination of Trust Agreement.............................. 29 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES SECTION 10.1 Eligibility Requirements for Owner Trustee................................................ 30 SECTION 10.2 Resignation or Removal of Owner Trustee................................................ 31 SECTION 10.3 Successor Owner Trustee..................................... 31 SECTION 10.4 Merger or Consolidation of Owner Trustee................................................ 32 SECTION 10.5 Appointment of Co-Trustee or Separate Trustee................................................ 32 ARTICLE XI MISCELLANEOUS SECTION 11.1 Supplements and Amendments.................................. 34 SECTION 11.2 No Legal Title to Owner Trust Estate in Certificateholders..................................... 35 SECTION 11.3 Limitations on Rights of Others............................. 35 SECTION 11.4 Notices..................................................... 35 SECTION 11.5 Severability................................................ 36 SECTION 11.6 Separate Counterparts....................................... 36 SECTION 11.7 Successors and Assigns...................................... 36 SECTION 11.8 No Recourse................................................. 36 SECTION 11.9 [Reserved].................................................. 36 SECTION 11.10 Headings.................................................... 37 SECTION 11.11 GOVERNING LAW............................................... 37 SECTION 11.12 Certificate Transfer Restrictions........................... 37 iii EXHIBITS Exhibit A - Form of Certificate Exhibit B - Form of Certificate of Trust iv AMENDED AND RESTATED TRUST AGREEMENT dated as of September 1, 1997 between CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), a national banking association, and THE CHASE MANHATTAN BANK ("Chase"), a New York banking corporation (each, in such capacity, a "Depositor" and together the "Depositors"), and Wilmington Trust Company, a Delaware banking corporation, as the owner trustee (the "Owner Trustee"). 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 among the trust established by this Agreement and Chase USA and Chase, as Sellers, and The CIT Group/Sales Financing, Inc., as Servicer, dated as of September 1, 1997, 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. (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 created hereby shall be known as "Chase Manhattan RV Owner Trust 1997-A" (hereinafter, the "Issuer") in which name the Owner Trustee may conduct the business of such trust, make and execute contracts and other instruments on behalf of such trust and sue and be sued. 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 as the Owner Trustee may designate by written notice to the Certificateholders and the Depositors. 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 and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositors pursuant to the terms thereof, to make payments or distributions on the Notes and Certificates, to make deposits to and withdrawals from 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 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; (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; 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. Issuer is hereby authorized to engage in the foregoing activities. Issuer shall not engage in any activity other than in connection 2 with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. SECTION 2.4 Appointment of Owner Trustee. The Depositors hereby appoint the Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein. SECTION 2.5 Initial Capital Contribution of Trust Estate. The Depositors hereby sell, assign, transfer, convey and set over to the Owner Trustee, as of the date hereof, the Reserve Account Initial Deposit. The Owner Trustee hereby acknowledges receipt in trust from the Depositors, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Reserve Account pursuant to Section 5.6(a) of the Sale and Servicing Agreement. The Depositors 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, subject to the obligations of the Issuer under the Basic Documents. It is the intention of the parties hereto that the Issuer constitute a business trust under the Business Trust Statute and that this Agreement constitute the governing instrument of such business 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 Business Trust Statute with respect to accomplishing the purposes of the Issuer. The Owner Trustee shall file the Certificate of Trust with the Secretary of State of Delaware. 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 3 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 each Depositor. Each Depositor hereby represents and warrants to the Owner Trustee that: (i) Such Depositor (i) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) has 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 transferred by it to the Issuer. (ii) Such Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; such Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer by it, and such 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 such 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 charter, as the case may be, or bylaws of such 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 such 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 such Depositor's knowledge, any order, rule or regulation applicable to such Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over such Depositor or its properties. SECTION 2.10 Liability of Certificateholders. No 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 4 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 a Certificateholders's Capital Account 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 2.12 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 on such date, an amount of gross income equal to the amount of interest that accrues in such calendar month on the Certificates in accordance with their terms, including interest accruing thereon at the Certificate Rate monthly and interest on amounts previously due under the Certificates and not yet paid as provided therein; and (2) the balance of gross income, if any, allocated to the Depositors in accordance with their respective Depositor Allocation Percentages. 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. SECTION 2.12 Deduction and Loss Allocations. (a) All items of deduction and loss of the Issuer shall be allocated to the Depositors in accordance with their respective Depositor Allocation Percentages. (b) To the extent that an allocation of the gross amount of deductions and losses to the Depositors pursuant to Section 2.12(a) above would cause the Capital Accounts of the Depositors to be reduced below zero, such excess deductions and losses shall be 5 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 Depositors in accordance with their respective Depositor Allocation Percentages. (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 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. 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 Amended and Restated Trust Agreement. This Agreement amends and restates in its entirety the Trust Agreement dated as of July 17, 1997 among the Depositors and the Owner Trustee. ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS SECTION 3.1 Initial Ownership. Upon the formation of the Issuer by the contribution by the Depositors pursuant to Section 2.5 and until the issuance of the Certificates, the Depositors shall be the sole beneficiaries of the Trust. SECTION 3.2 The Certificates. The Certificates shall be issued in denominations of $1,000 and integral multiples thereof; provided that one Certificate may be issued that includes any residual portion of the initial Certificate Balance in a denomination other than an integral multiple of $1,000. Upon initial issuance, the Certificates shall each be in the form of Exhibit A, which is incorporated 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 6 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, executed by the Owner Trustee or Chase, 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. 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 each Depositor signed by its chairman of the board, its president or any vice president, without further action by such 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. Chase shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, Chase 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 each 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 Chase as the Certificate Registrar if the Owner Trustee determines in its 7 sole discretion that Chase failed to perform its obligations under this Agreement in any material respect. Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, each Depositor and the Issuer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of each 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 Chase 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. 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. 8 SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) 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 bona fide purchaser, the Owner Trustee on behalf of Issuer shall execute and the Owner Trustee, or Chase, 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 bona fide 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 bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the 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. 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 Depositors (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 Depositors (or the Owner Trustee) in writing, a list, in such form as the Servicer or the 9 Depositors (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 Certificateholders or one or more Certificateholders representing not less than 25% of the Certificate Balance then outstanding 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 Depositors, 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 The Chase Manhattan 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 each 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 Chase 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 Chase 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 each 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 10 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. 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. 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 Chase 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 among 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 in- 11 structions 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 (e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Certificateholders 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 Depositors advise 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 Depositors are unable to locate a qualified successor, (b) the Depositors at their option elect 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 then outstanding 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 12 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. SECTION 3.13 Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Chase as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates 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 Chase) shall be subject to acceptance by each 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 each 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 each 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 either of the Depositors, the Owner Trustee 13 promptly may appoint a successor authenticating agent with the consent of each 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 Servicer shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (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 Depositors 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 Depositors and the Servicer, if made in the manner provided in this Section 3.14. 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 Depositors or the Servicer in reliance thereon, regardless of whether notation of such action is made upon such Certificate. (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 Business 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 15 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 Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. 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 Certificateholders, to (a) remove the Servicer under the Sale and Servicing Agreement pursuant to Article VIII thereof, (b) remove either Administrator under an 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 (i) would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic Documents or (ii) 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 Certificateholders representing not less than a majority of the Certificate Balance then outstanding. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by the Certificateholders representing not less than a majority of the Certificate Balance then outstanding at the time of the delivery of such notice. 16 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. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee 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 Owner Trustee 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. 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 Distribution 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 Sections 5.5 and 5.6 of the Sale and Servicing Agreement on such Distribution 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 Distribution 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 Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer's payment (or allocations of income) to a Certificateholder, 17 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 nonUnited 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 a rate of 39.6% 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. SECTION 5.3 Method of Payment. Subject to Section 9.1(c), distributions required to be made to Certificateholders on any Distribution 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 Distribution 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. 18 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, or cause to be filed, 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. Chase shall sign all tax information returns filed pursuant to this Section 5.5 and any other returns as may be required by law. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee 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, Chase 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 Chase. Chase 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 each Certificateholder and each Depositor (each an "Owner"). For this purpose, Capital Accounts shall be maintained in accordance with the following provisions: (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(b) or 2.13. (b) Each Owner's Capital Account shall be reduced by any amount distributed to such Owner (including, in the case of each Depositor, any amount released or otherwise distributed to each Depositor from the Reserve Account under Section 5.6 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. 19 (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 each Depositor, the amount of any Receivables deemed to have been contributed by such Depositor (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 Depositors 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 and any amendment thereto, in each case, in such form as the Depositors shall approve as evidenced conclusively by the Owner Trustee's execution thereof, and, on behalf of the Issuer at the written direction of the Depositors, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $59,500,000.00, Class A-2 Notes in the aggregate principal amount of $119,000,000.00, Class A-3 Notes in the aggregate principal amount of $113,000,000.00, Class A-4 Notes in the aggregate principal amount of $73,000,000.00, Class A-5 Notes in the aggregate principal amount of $132,000,000.00, Class A-6 Notes in the aggregate principal amount of $88,000,000.00, Class A- 7 Notes in the aggregate principal amount of $57,000,000.00, Class A-8 Notes in the aggregate principal amount of $85,000,000.00, Class A-9 Notes in the aggregate principal amount of $61,000,000.00 and Class A-10 Notes in the aggregate principal amount of $65,000,000.00. 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 an Administrator or the Depositors recommend or direct in writing with respect to the Basic Documents. 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, 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 Administrators have agreed in the Administration Agreements 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 an Administrator to carry out its obligations under the related 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. 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 the Depositors 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. 22 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 Depositors) 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. 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 23 accordance with the instructions of the Certificateholders given pursuant to Section 6.3; (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; (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 each 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, shall not be accountable for the use or application by the Depositors 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 or to any 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 each 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, an 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 Administrators or the Servicer under any of the Basic 24 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 an Administrator under an 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 (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 Depositors, 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. 25 (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 (other than the filing of the Certificate of Trust with the Delaware Secretary of State). (e) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and (assuming due authorization, execution and delivery of this Agreement by the Depositors) shall constitute the legal, valid, and binding agreement of the Owner Trustee, enforceable in accordance with its terms against the Owner Trustee, 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. 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, 26 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 Depositors, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not the Owner Trustee. 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 in accordance with Sections 4.7 and 6.2, respectively, of the Sale and Servicing Agreement by the Servicer and by the Sellers for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and 27 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, wilful misfeasance, or bad faith or that is the responsibility of Certificateholders under this Agreement. SECTION 8.2 Indemnification. The Depositors, jointly and severally, shall be liable as primary obligors 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 Depositors 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 Depositors in writing, and the Depositors upon request of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with the consent of the Depositors, counsel selected by the Indemnified Party acceptable to the Depositors) to represent the Indemnified Party and any others the Depositors may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Depositors 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 Depositors agree to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Depositors 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. 28 ARTICLE IX TERMINATION OF TRUST AGREEMENT SECTION 9.1 Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Issuer shall terminate and be of no further force or effect, on the Distribution 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 death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador to the Court of St. James's, living on the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder or Certificate Owner shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle such Certificateholder's or Certificate Owner'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), neither any Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Issuer, specifying the Distribution 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 Distribution Date upon or with respect to which final payment of the Certificates shall be made 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 Distribution 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 29 be distributed to the Certificateholders amounts distributable on such Distribution 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 Depositors, allocated among them in accordance with their respective Depositor Allocation Percentages. (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 Depositors, allocated among them in accordance with their respective Depositor Allocation Percentages. (e) Upon the winding up of the Issuer and its termination, 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 Business Trust Statute. 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 30 shall be a person that satisfies the requirements of Section 3807(a) of the Business 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 Administrators and the Depositors. Upon receiving such notice of resignation, the Depositors 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 Depositors, 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 Depositors may remove the Owner Trustee. If the Depositors shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Depositors 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. 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 Depositors shall provide notice of such resignation or removal of the Owner Trustee to the Administrators and 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 Depositors 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 31 expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositors 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, (i) the Chase Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Trustee, the Noteholders and the Rating Agencies and (ii) such successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware. If the Chase 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 Chase Administrator. 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 from 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. 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 Chase 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 Chase Administrator and the Owner Trustee may consider necessary or desirable. If the Chase Administrator shall not have joined in 32 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 Chase Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. 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 Depositors. 33 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 Depositors and the Owner Trustee, with prior written notice to the Rating Agencies, 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, as evidenced by an Opinion of Counsel, materially adversely affect the interests of any Noteholder or Certificateholder; provided, further, that the Depositors 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 Depositors and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders representing not less than a majority of the Outstanding Amount of the Notes and, to the extent affected thereby, the consent of the Certificateholders representing not less than a majority of the Certificate Balance then outstanding 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, however, 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 any Noteholder or any Certificateholder, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment without the consent of the Noteholders or the Certificateholders representing 100% of the Outstanding Amount of the Notes or the Certificateholders representing 100% of the Certificate Balance then outstanding, as the case may be. 34 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. The Certificateholders shall not 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. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest 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 Depositors, 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 35 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 19890-0001, Attn: Corporate Trust Administration; if to the Depositors, addressed to, (i) Chase Manhattan Bank USA, National Association, 802 Delaware Avenue, Wilmington, Delaware 19801, Attention: _________________ and (ii) The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention: _________________, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. (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 Depositors, the Owner Trustee and its 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 Depositors, 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 [Reserved]. 36 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 LAWS 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. (a) The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Code other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code), or (iii) any entity whose underlying assets include "plan assets" by reason of any such plan's investment in the entity (excluding any investment company that is registered under the Investment Company Act of 1940, as amended) (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, and that no assets of a Benefit Plan were used to acquire the Certificate. The foregoing restrictions shall not apply to acquisitions or holdings of Certificates with assets of the general account of an insurance company, to the extent that the acquisition or holding, respectively, of such Certificates (i) is and will be permissible under Section 401(c) of ERISA and final regulations thereunder or another exemption under ERISA and (ii) does not and will not result in the contemplated operations of the Trust being treated as non-exempt prohibited transactions. (b) 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. 37 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: _____________________ Name: Title: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Depositor By: ____________________ Name: Keith Schuck Title: Vice President THE CHASE MANHATTAN BANK, as Depositor By: _____________________ Name: Title: EXHIBIT A NUMBER $ R CUSIP NO. [________] [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.] THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (i) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OTHER THAN A PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE CODE), OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EXCLUDING ANY INVESTMENT COMPANY THAT IS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). BY ACCEPTING AND HOLDING THIS CERTIFICATE, THE HOLDER HEREOF AND THE CERTIFICATE OWNER SHALL EACH BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUCH A PLAN AND THAT NO ASSETS OF SUCH A PLAN WERE USED TO ACQUIRE THIS CERTIFICATE. THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO ACQUISITIONS OR HOLDINGS OF CERTIFICATES WITH ASSETS OF THE GENERAL ACCOUNT OF AN INSURANCE COMPANY, TO THE EXTENT THAT THE ACQUISITION OR HOLDING, RESPECTIVELY, OF SUCH CERTIFICATES (i) IS AND WILL BE PERMISSIBLE UNDER SECTION 401(c) OF ERISA AND FINAL REGULATIONS THEREUNDER OR ANOTHER EXEMPTION UNDER ERISA AND (ii) DOES NOT AND WILL NOT RESULT IN THE CONTEMPLATED OPERATIONS OF THE TRUST BEING TREATED AS NONEXEMPT PROHIBITED TRANSACTIONS. 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. CHASE MANHATTAN RV OWNER TRUST 1997-A [______%] 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 secured by new or used recreational vehicles and sold to the Issuer by Chase Manhattan Bank USA, National Association, a national banking association, and The Chase Manhattan Bank, a New York banking corporation. (This Certificate does not represent an interest in or obligation of Chase Manhattan Bank USA, National Association, The Chase Manhattan Bank or any of their Affiliates, except to the extent described below.) THIS CERTIFIES THAT __________ is the registered owner of ___________________________ nonassessable, fully-paid, beneficial ownership interest in certain distributions of Chase Manhattan RV Owner Trust 1997-A (the "Issuer") formed by Chase Manhattan Bank USA, National Association, a national banking association, and The Chase Manhattan Bank, a New York banking corporation (each, a "Depositor" and collectively, the "Depositors"). This Certificate has a Certificate Rate of [______]% per annum. A-2 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Certificates referred to in the within mentioned Trust Agreement. ________________________ _____________________________ or as Owner Trustee as Owner Trustee By:_____________________ By:__________________________ Authenticating Agent A-3 Issuer was created pursuant to a Certificate of Trust, filed with the Delaware Secretary of State on July 17, 1997 and an original Trust Agreement, dated as of July 18, 1997 and continued pursuant to an Amended and Restated Trust Agreement dated as of September 1, 1997 (as amended and restated the "Trust Agreement"), among the Depositors 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 dated as of September 1, 1997, among the Issuer and Chase Manhattan Bank USA, National Association and The Chase Manhattan Bank, as Sellers and The CIT Group/Sales Financing, Inc., as Servicer, 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 "[______]% Asset Backed Certificates" (herein called the "Certificates"). Issued under the Indenture dated as of September 1, 1997, between the Issuer and Norwest Bank Minnesota, National Association, as indenture trustee (the "Indenture"), are ten classes of Notes designated as "Class A-1 [______]% Asset Backed Notes" (the "Class A-1 Notes"), "Class A-2 [______]% Asset Backed Notes" (the "Class A-2 Notes"), "Class A-3 [______]% Asset Backed Notes" (the "Class A-3 Notes"), "Class A-4 [______]% Asset Backed Notes" (the "Class A-4 Notes"), "Class A-5 [______]% Asset Backed Notes" (the "Class A-5 Notes"), "Class A-6 [______]% Asset Backed Notes" (the "Class A-6 Notes"), "Class A-7 [______]% Asset Backed Notes" (the "Class A-7 Notes"), "Class A-8 [______]% Asset Backed Notes" (the "Class A-8 Notes"), "Class A-9 [______]% Asset Backed Notes" (the "Class A-9 Notes") and "Class A-10 [______]% Asset Backed Notes" (the "Class A-10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes and the Class A-9 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 each Depositor and the Certificateholders that, for United States federal income tax purposes, the Issuer will be treated as a partnership and the Depositors and the 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, A-4 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 none of the Depositors or 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, any of the Depositors, the Servicer, the Owner Trustee, the Indenture Trustee or their respective Affiliates, 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. This certificate may not be acquired by or for the account of (i) an employee benefit plan (as defined in section 3(3) of the employee retirement income security act of 1974, as amended ("ERISA")) which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") other than a plan described in Section 4975(g)(2) or (3) of the Code), or (iii) any entity whose underlying assets include "plan assets" by reason of a plan's investment in the entity (excluding any investment company that is registered under the Investment Company Act of 1940, as amended). By accepting and holding this Certificate, the holder hereof and the Certificate Owner shall each be deemed to have represented and warranted that it is not such a plan and that no assets of such a plan were used to acquire this Certificate. The foregoing restrictions shall not apply to acquisitions or holdings of Certificates with assets of the general account of an insurance company, to the extent that the acquisition or holding, respectively, of such Certificates (i) is and will be permissible under Section 401(c) of ERISA and final regulations thereunder or another exemption under ERISA and (ii) does not and will not result in the contemplated operations of the Trust being treated as non-exempt prohibited transactions. 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 A-5 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, 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. 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 RV OWNER TRUST 1997-A By:_______________________________ not in its individual capacity, but solely as Owner Trustee Dated: By:_______________________________ A-6 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 Certificate mentioned herein, 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: ___________________________________* Signature Guaranteed: ___________________________________* __________________ * 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. EXHIBIT B CERTIFICATE OF TRUST EX-4.4(A) 12 CHASE ADMINISTRATION AGREEMENT OH&S DRAFT 9/17/97 - -------------------------------------------------------------------------------- CHASE MANHATTAN RV OWNER TRUST 1997-A Class A-1 [____]% Asset Backed NoteS Class A-2 [____]% Asset Backed Notes Class A-3 [____]% Asset Backed Notes Class A-4 [____]% Asset Backed Notes Class A-5 [____]% Asset Backed Notes Class A-6 [____]% Asset Backed NoteS Class A-7 [____]% Asset Backed Notes Class A-8 [____]% Asset Backed Notes Class A-9 [____]% Asset Backed Notes Class A-10 [____]% Asset Backed Notes ------------------------------------ CHASE ADMINISTRATION AGREEMENT Dated as of September 1, 1997 ------------------------------------ The Chase Manhattan Bank Chase Administrator - -------------------------------------------------------------------------------- TABLE OF CONTENTS
Page ---- 1. Duties of Chase Administrator................................................................. 2 2. Records....................................................................................... 7 3. Compensation.................................................................................. 7 4. Additional Information To Be Furnished to Issuer.............................................. 7 5. Independence of Chase Administrator........................................................... 7 6. No Joint Venture.............................................................................. 7 7. Other Activities of Chase Administrator....................................................... 8 8. Term of Agreement; Resignation and Removal of Chase Administrator................................................................................. 8 9. Action upon Termination, Resignation or Removal............................................... 10 10. Notices....................................................................................... 10 11. Amendments.................................................................................... 11 12. Successors and Assigns........................................................................ 12 13. GOVERNING LAW................................................................................. 12 14. Headings...................................................................................... 12 15. Counterparts.................................................................................. 12 16. Severability.................................................................................. 12 17. Not Applicable to The Chase Manhattan Bank in Other Capacities.................................................................................... 13 18. Limitation of Liability of Owner Trustee, Indenture Trustee and Chase Administrator............................................................... 13 19. Third-Party Beneficiary....................................................................... 14 20. Nonpetition Covenants......................................................................... 14 21. Liability of Chase Administrator.............................................................. 14
EXHIBIT A - Form of Power of Attorney CHASE ADMINISTRATION AGREEMENT, dated as of September 1, 1997, among CHASE MANHATTAN RV OWNER TRUST 1997-A, a Delaware business trust (the "Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrator (the "Chase Administrator"), THE CIT GROUP/SALES FINANCING, INC. and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee"). W I T N E S S E T H : WHEREAS the Issuer is issuing the Class A-1 [____]% Asset Backed Notes (the "Class A-1 Notes"), the Class A-2 [____]% Asset Backed Notes (the "Class A-2 Notes"), the Class A-3 [____]% Asset Backed Notes (the "Class A-3 Notes"), the Class A-4 [____]% Asset Backed Notes (the "Class A-4 Notes"), the Class A-5 [____]% Asset Backed Notes (the "Class A-5 Notes"), the Class A-6 [____]% Asset Backed Notes (the "Class A-6 Notes"), the Class A-7 [____]% Asset Backed Notes (the "Class A-7 Notes"), the Class A-8 [____]% Asset Backed Notes (the "Class A-8 Notes"), the Class A-9 [____]% Asset Backed Notes (the "Class A-9 Notes"), and the Class A-10 [____]% Asset Backed Notes (the "Class A-10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Class A- 4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes, and the Class A-9 Notes, the "Notes") pursuant to the Indenture, dated as of September 1, 1997 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the "Indenture"), between the Issuer and the Indenture Trustee and the [____]% Asset Backed Certificates (the "Certificates") pursuant to the Trust Agreement, dated as of September 1, 1997 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the "Trust Agreement"), among Chase USA and Chase (as defined below), as Depositors, and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). WHEREAS the Issuer has entered into certain agreements in connection with the issuance of the Notes and the Certificates, including (i) a Sale and Servicing Agreement, dated as of September 1, 1997 (the "Sale and Servicing Agreement") (capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Sale and Servicing Agreement), among the Issuer, Chase Manhattan Bank USA, N.A. ("Chase USA"), as a Seller, The Chase Manhattan Bank ("Chase"), as a Seller and The CIT Group/Sales Financing, Inc., as Servicer, (ii) the Trust Agreement and (iii) the Indenture (the Sale and Servicing Agreement, the Trust Agreement and the Indenture being hereinafter referred to collectively as the "Related Agreements"); WHEREAS pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral pledged therefor pursuant to the Indenture (the "Collateral") and (b) the Certificates; WHEREAS the Issuer desires to have the Chase Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to herein, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer may from time to time request; WHEREAS the Chase Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Duties of Chase Administrator. (a) Duties with Respect to the Related Agreements. (i) Subsequent to the Closing Date, the Chase Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the following provisions of the Indenture: (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4); (C) the notification of Noteholders of the final principal payment on their Notes (Section 2.7(b)); (D) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (E) the maintenance of an office or agency in the City of New York and, if applicable, Luxembourg, for registration of transfer or exchange of Notes (Section 3.2); (F) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument 2 specified in the Indenture regarding funds held in trust (Section 2.14); (G) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3); (H) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.4); (I) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (J) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (K) the delivery of notice to the Indenture Trustee of each Event of Default, Event of Servicing Termination and each default by the Seller under the Sale and Servicing Agreement (Section 3.18); (L) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Seller and the Servicer of their obligations under the Sale and Servicing Agreement (Sections 3.19 and 5.16); (M) provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6); 3 (N) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (O) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10); (P) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (Q) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (R) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2); (S) the execution of new Notes conforming to any supplemental indenture (Section 9.5); (T) provide the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2); (U) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (V) the recording of the Indenture, if applicable (Section 11.15). (b) Additional Duties. (i) In addition to the duties of the Chase Administrator set forth above, the Chase Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver 4 pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Chase Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Chase Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Chase Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a "Certificateholder" as contemplated in Section 5.2(c) of the Trust Agreement [upon actual knowledge thereof]. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Chase Administrator shall be responsible for performance of the duties of the Owner Trustee and the Issuer set forth in Sections 2.11, 2.12, 2.13 and 5.5(a), (b) and (c) and 5.7 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders and the maintenance of Capital Accounts; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) The Chase Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Chase Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee which shall perform the obligations of the Chase Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to October 15, 1997, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required under Section 5.2(c) of the Trust Agreement and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Chase Administrator shall cause the Accountants to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) [Reserved.] 5 (vi) The Chase Administrator shall perform the duties of the Chase Administrator specified in Section 10.3 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Chase Administrator specified in Section 10.5 of the Trust Agreement required to be performed in connection with the appointment and payment of co-Trustees, and any other duties expressly required to be performed by the Chase Administrator under the Trust Agreement. (vii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Chase Administrator may enter into transactions with or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Chase Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viii) It is the intention of the parties hereto that the Chase Administrator shall, and the Chase Administrator hereby agrees to, execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Chase Administrator, and to each successor Chase Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Chase Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. (c) Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Chase Administrator are non-ministerial, the Chase Administrator shall not take any action unless within a reasonable time before the taking of such action, the Chase Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables); (B) the amendment, change or modification of the Related Agreements; 6 (C) the appointment of successor Indenture Trustees pursuant to the Indenture, successor Paying Agents pursuant to the Amended and Restated Trust Agreement or successor Chase Administrators or the consent to the appointment of successor Note Registrars; and (D) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Chase Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders or Certificateholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any action that the Issuer directs the Chase Administrator not to take on its behalf. 2. Records. The Chase Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Owner Trustee, the Indenture Trustee and each Seller at any time during normal business hours. 3. Compensation. As compensation for the performance of the Chase Administrator's obligations under this Agreement, the Chase Administrator shall be paid by the Servicer as set forth in Schedule D to the Sale and Servicing Agreement. 4. Additional Information To Be Furnished to Issuer. The Chase Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request, including notification of Noteholders pursuant to Section 1(C) hereof. 5. Independence of Chase Administrator. For all purposes of this Agreement, the Chase Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer or the Owner Trustee, as the case may be, the Chase Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee. 6. No Joint Venture. Nothing contained in this Agreement shall (i) constitute the Chase Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity or (ii) be construed to impose any liability as such on any of them. 7 7. Other Activities of Chase Administrator. (a) Nothing herein shall prevent the Chase Administrator or its affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee. (b) The Chase Administrator and its affiliates may generally engage in any kind of business with any person party to a Related Agreement, any of its affiliates and any person who may do business with or own securities of any such person or any of its affiliates, without any duty to account therefor to the Issuer, the Owner Trustee or the Indenture Trustee. 8. Term of Agreement; Resignation and Removal of Chase Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and (f), the Chase Administrator may resign its duties hereunder by providing the Issuer, the Servicer and the Owner Trustee with at least 60 days' prior written notice. (c) Subject to Sections 8(e) and (f), the Issuer may remove the Chase Administrator without cause by providing the Chase Administrator with at least 60 days' prior written notice. (d) Subject to Sections 8(e) and (f), at the sole option of the Issuer, the Chase Administrator may be removed immediately upon written notice of termination from the Issuer to the Chase Administrator if any of the following events shall occur: (i) the Chase Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Chase Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Chase Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or 8 (iii) the Chase Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Chase Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Chase Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the happening of such event. (e) No resignation or removal of the Chase Administrator pursuant to this Section shall be effective until (i) a successor Chase Administrator shall have been appointed by the Issuer and (ii) such successor Chase Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Chase Administrator is bound hereunder. (f) The appointment of any successor Chase Administrator shall be effective only after receipt of written confirmation from each Rating Agency that the proposed appointment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes and Certificates by such Rating Agency. (g) A successor Chase Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Chase Administrator and to the Issuer. Thereupon the resignation or removal of the resigning Chase Administrator shall become effective, and the successor Chase Administrator shall have all the rights, powers and duties of the Chase Administrator under this Agreement. The successor Chase Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The resigning Chase Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Chase Administrator to the successor Chase Administrator and the resigning Chase Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Chase Administrator all rights, powers, duties and obligations hereunder. (h) In no event shall a resigning Chase Administrator be liable for the acts or omissions of any successor Chase Administrator hereunder. 9 (i) In the exercise or administration of its duties hereunder and under the Related Documents, the Chase Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Chase Administrator 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 Chase Administrator with due care. 9. Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of the Chase Administrator pursuant to Section 8(b) or (c), respectively, the Chase Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Chase Administrator shall forthwith upon termination pursuant to Section 8(a) deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Chase Administrator. In the event of the resignation or removal of the Chase Administrator pursuant to Section 8(b) or (c), respectively, the Chase Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Chase Administrator. 10. CITSF Administration Agreements. The Chase Administrator hereby agrees to succeed to the responsibilities, duties and liabilities of the CITSF Administrator under the CITSF Administration Agreement in accordance with Section 8(e) thereto upon the termination of the CITSF Administrator pursuant to Section 8(a)(ii) of the CITSF Administration Agreement. 11. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (a) if to the Issuer or the Owner Trustee, to Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration with copies to: (i) Chase Manhattan Bank USA, National Association 802 Delaware Avenue Wilmington, Delaware 19801 Attention: (ii) The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 Attention: (iii) The CIT Group/Sales Financing, Inc. 650 CIT Drive Livingston, New Jersey 07039 Attention: President 10 (b) if to the Chase Administrator, to The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 Attention: (c) if to the Indenture Trustee, to Norwest Bank Minnesota, National Association Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479-0070 Attention: Asset-Backed Securities (d) if to the Sellers, to (i) Chase Manhattan Bank USA, National Association 802 Delaware Avenue Wilmington, Delaware 19801 Attention: (ii) The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 Attention: or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above, except that notices to the Indenture Trustee are effective only upon receipt. 12. Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Chase Administrator and the Indenture Trustee, with the written consent of the Owner Trustee and without the consent of the Noteholders and the Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders; provided that such amendment will not, as evidenced by an Opinion of Counsel, materially adversely affect the interest of any Noteholder or Certificateholder. This Agreement may also be amended by the Issuer, the Chase Administrator and the Indenture Trustee with the written consent of the Owner Trustee and the holders of Notes representing a majority in the Outstanding Amount of the Notes and the holders of Certificates representing a majority of the Certificate Balance then outstanding for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the 11 rights of Noteholders or the Certificateholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the holders of Notes and Certificates which are required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates. Notwithstanding the foregoing, the Chase Administrator may not amend this Agreement without the permission of each Seller, which permission shall not be unreasonably withheld. 13. Successors and Assigns. This Agreement may not be assigned by the Chase Administrator unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee and subject to receipt by the Owner Trustee of written confirmation from each Rating Agency that such assignment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes and Certificates by such Rating Agency in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Chase Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Chase Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Chase Administrator, provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of the assignment in the same manner as the Chase Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIESrepe 5 HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 15. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 16. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement. 17. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability 12 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. 18. Not Applicable to Chase in Other Capacities. Nothing in this Agreement shall affect any obligation Chase may have in any other capacity. 19. Limitation of Liability of Owner Trustee, Indenture Trustee and Chase Administrator. (a) Notwithstanding anything contained herein to the contrary, this instrument has been signed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Norwest Bank Minnesota, National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall Norwest Bank Minnesota, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Chase Administrator) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware business trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Chase Administrator), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. 13 20. Third-Party Beneficiary. Each of the Sellers (to the extent provided in Section 11) and the Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. 21. Nonpetition Covenants. Notwithstanding any prior termination of this Agreement, the Chase Administrator and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court of government authority for the purpose of commencing or sustaining a case against the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer. 22. Liability of Chase Administrator. Notwithstanding any provision of this Agreement, the Chase Administrator shall not have any obligations under this Agreement other than those specifically set forth herein, and no implied obligations of the Chase Administrator shall be read into this Agreement. Neither the Chase Administrator nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct and in no event shall the Chase Administrator be liable under or in connection with this Agreement for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Without limiting the foregoing, the Chase Administrator may (a) consult with legal counsel (including counsel for the Issuer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts and (b) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties. 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written. CHASE MANHATTAN RV OWNER TRUST 1997-A By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee, By: --------------------------------- Name: Title: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, By: --------------------------------- Name: Marianna Stershic Title: Assistant Vice President THE CHASE MANHATTAN BANK, as Chase Administrator, By: --------------------------------- Name: Title: THE CIT GROUP/SALES FINANCING, INC. as Servicer, By: --------------------------------- Name: Title: 15 EXHIBIT A [Form of Power of Attorney] POWER OF ATTORNEY STATE OF NEW YORK ) ) COUNTY OF NEW YORK ) KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as owner trustee ("Owner Trustee") for Chase Manhattan RV Owner Trust 1997-A ("Trust"), does hereby make, constitute and appoint THE CHASE MANHATTAN BANK, as Chase Administrator under the Administration Agreement (as defined below), and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Owner Trustee or the Trust to prepare, file or deliver pursuant to the Related Documents (as defined in the Administration Agreement), including, without limitation, to appear for and represent the Owner Trustee and the Trust in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Trust, and with full power to perform any and all acts associated with such returns and audits that the Owner Trustee could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restriction on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements. For the purpose of this Power of Attorney, the term "Administration Agreement" means the Administration Agreement, dated as of September 1, 1997, among the Trust, The Chase Manhattan Bank, as Chase Administrator, The CIT Group/Sales Financing, Inc. and Norwest Bank Minnesota, National Association, as Indenture Trustee, as such may be amended from time to time. All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are hereby revoked. EXECUTED this ____ day of _______, 199_. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: --------------------- Name: Title: 16 EX-4.4(B) 13 CITSF ADMINISTRATION AGREEMENT OH&S DRAFT 9/17/97 - -------------------------------------------------------------------------------- CHASE MANHATTAN RV OWNER TRUST 1997-A Class A-1 [____]% Asset Backed NoteS Class A-2 [____]% Asset Backed Notes Class A-3 [____]% Asset Backed Notes Class A-4 [____]% Asset Backed Notes Class A-5 [____]% Asset Backed Notes Class A-6 [____]% Asset Backed NoteS Class A-7 [____]% Asset Backed Notes Class A-8 [____]% Asset Backed Notes Class A-9 [____]% Asset Backed Notes Class A-10 [____]% Asset Backed Notes ------------------------------------ CITSF ADMINISTRATION AGREEMENT Dated as of September 1, 1997 ------------------------------------ The CIT GROUP/SALES FINANCING, INC., as CITSF Administrator - -------------------------------------------------------------------------------- TABLE OF CONTENTS
Page ---- 1. Duties of CITSF Administrator................................................................. 2 2. Compensation.................................................................................. 3 3. Additional Information To Be Furnished to Issuer.............................................. 3 4. Independence of CITSF Administrator........................................................... 3 5. No Joint Venture.............................................................................. 3 6. Other Activities of CITSF Administrator....................................................... 3 7. Term of Agreement............................................................................. 4 8. Action upon Termination....................................................................... 5 9. Notices....................................................................................... 5 10. Amendments.................................................................................... 6 11. Successors and Assigns........................................................................ 7 12. GOVERNING LAW................................................................................. 7 13. Headings...................................................................................... 7 14. Counterparts.................................................................................. 7 15. Severability.................................................................................. 7 16. Not Applicable to The CIT Group/Sales Financing, Inc. in Other Capacities...................................................................... 7 17. Limitation of Liability of Owner Trustee, Indenture Trustee and CITSF Administrator............................................................... 8 18. Third-Party Beneficiary....................................................................... 8 19. Nonpetition Covenants......................................................................... 9 20. Liability of CITSF Administrator.............................................................. 9 21. Indemnity..................................................................................... 9
EXHIBIT A - Form of Power of Attorney CITSF ADMINISTRATION AGREEMENT, dated as of September 1, 1997, among CHASE MANHATTAN RV OWNER TRUST 1997-A, a Delaware business trust (the "Issuer"), THE CIT GROUP/SALES FINANCING, INC., a Delaware corporation, as administrator (the "CITSF Administrator"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee"). W I T N E S S E T H : WHEREAS the Issuer is issuing the Class A-1 [____]% Asset Backed Notes (the "Class A-1 Notes"), the Class A-2 [____]% Asset Backed Notes (the "Class A-2 Notes"), the Class A-3 [____]% Asset Backed Notes (the "Class A-3 Notes"), the Class A-4 [____]% Asset Backed Notes (the "Class A-4 Notes"), the Class A-5 [____]% Asset Backed Notes (the "Class A-5 Notes"), the Class A-6 [____]% Asset Backed Notes (the "Class A-6 Notes"), the Class A-7 [____]% Asset Backed Notes (the "Class A-7 Notes"), the Class A-8 [____]% Asset Backed Notes (the "Class A-8 Notes"), the Class A-9 [____]% Asset Backed Notes (the "Class A-9 Notes"), and the Class A-10 [____]% Asset Backed Notes (the "Class A-10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes and the Class A-9 Notes, the "Notes") pursuant to the Indenture dated as of September 1, 1997 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the "Indenture"), between the Issuer and the Indenture Trustee and the [____]% Asset Backed Certificates (the "Certificates") pursuant to the Trust Agreement dated as of September 1, 1997 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the "Trust Agreement") among Chase USA and Chase (as defined below), as Depositors, and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). WHEREAS the Issuer has entered into certain agreements in connection with the issuance of the Notes and the Certificates, including (i) a Sale and Servicing Agreement dated as of September 1, 1997 (the "Sale and Servicing Agreement") (capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Sale and Servicing Agreement) among the Issuer, Chase Manhattan Bank USA, N.A. ("Chase USA"), as a Seller, The Chase Manhattan Bank ("Chase"), as a Seller, and The CIT Group/Sales Financing, Inc., as Servicer, (ii) the Trust Agreement and (iii) the Indenture (the Sale and Servicing Agreement, the Trust Agreement and the Indenture being hereinafter referred to collectively as the "Related Agreements"); WHEREAS pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral pledged therefor pursuant to the Indenture (the "Collateral") and (b) the Certificates; WHEREAS the Issuer desires to have the CITSF Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to herein, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer may from time to time request; WHEREAS the CITSF Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Duties of CITSF Administrator. (a) Duties with Respect to the Related Agreements. (i) Subsequent to the Closing Date and subject to the cooperation of the Owner Trustee, to the extent such cooperation is necessary to take any such action, the CITSF Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the following provisions of the Indenture: (A) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9); (B) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (C) the annual delivery of Opinions of Counsel, in accordance with Section 3.6(b) of the Indenture, as to the Trust Estate, and the annual delivery of the Officers' Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (D) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligation under the Indenture (Section 3.11(b)); (E) the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (F) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in any manner permitted by law if an Event of Default shall have occurred and be continuing, to the extent the CITSF Administrator is the practicable party to take such action and is indemnified for any losses and expenses in connection therewith (Section 5.4); (G) the obtaining of an Officers' Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (H) the preparation of all Officers' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (I) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)). (b) In furtherance of CITSF's obligations set forth in clause (B) above, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the CITSF Administrator, and to each successor CITSF Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the CITSF Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments. 2. Compensation. Compensation for the performance of the CITSF Administrator's obligations under this Agreement shall be included in the Servicing Fee. 3. Additional Information To Be Furnished to Issuer. The CITSF Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request. 4. Independence of CITSF Administrator. For all purposes of this Agreement, the CITSF Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer or the Owner Trustee, as the case may be, the CITSF Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee. 5. No Joint Venture. Nothing contained in this Agreement shall (i) constitute the CITSF Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity or (ii) be construed to impose any liability as such on any of them. 6. Other Activities of CITSF Administrator. (a) Nothing herein shall prevent the CITSF Administrator or its affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee. (b) The CITSF Administrator and its affiliates may generally engage in any kind of business with any person party to a Related Agreement, any of its affiliates and any person who may do business with or own securities of any such person or any of its affiliates, without any duty to account therefor to the Issuer, the Owner Trustee or the Indenture Trustee. 7. Term of Agreement. (a) This Agreement shall continue in force until the earlier of (i) the dissolution of the Issuer or (ii) the termination of the Servicer under the Sale and Servicing Agreement, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(c) and (d), the Issuer may remove the CITSF Administrator without cause by providing the CITSF Administrator with at least 60 days' prior written notice. (c) No termination of the CITSF Administrator pursuant to this Section shall be effective until (i) a successor CITSF Administrator shall have been appointed by the Issuer and (ii) such successor CITSF Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the CITSF Administrator is bound hereunder. (d) The appointment of any successor CITSF Administrator shall be effective only after receipt of written confirmation from each Rating Agency that the proposed appointment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes and Certificates by such Rating Agency. (e) Upon the termination of the CITSF Administrator pursuant to Section 8(a)(ii), Chase shall be the successor in all respects to the CITSF Administrator in its capacity as Administrator under this Agreement, and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the CITSF Administrator by the terms and provisions of this Agreement. As compensation therefor, Chase shall be entitled to reasonable compensation from the Servicer. (f) A successor CITSF Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the predecessor CITSF Administrator and to the Issuer. Thereupon the termination of the predecessor CITSF Administrator shall become effective, and the successor CITSF Administrator shall have all the rights, powers and duties of the CITSF Administrator under this Agreement. The successor CITSF Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The predecessor CITSF Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as CITSF Administrator to the successor CITSF Administrator and the predecessor CITSF Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor CITSF Administrator all rights, powers, duties and obligations hereunder. (g) In no event shall a predecessor CITSF Administrator be liable for the acts or omissions of any successor CITSF Administrator hereunder. (h) In the exercise or administration of its duties hereunder and under the Related Documents, the CITSF Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the CITSF Administrator 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 CITSF Administrator with due care. 8. Action upon Termination. Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) or the removal of the CITSF Administrator pursuant to Section 8(b), the CITSF Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, if any. The CITSF Administrator shall forthwith upon termination pursuant to Section 8(a)(i) deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the CITSF Administrator. In the event of the termination or removal of the CITSF Administrator pursuant to Section 8(a)(ii) or (b), respectively, the CITSF Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the CITSF Administrator. 9. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (a) if to the Issuer or the Owner Trustee, to Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration with copies to: (i) Chase Manhattan Bank USA, National Association 802 Delaware Avenue Wilmington, Delaware 19801 Attention: (ii) The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 (iii) The CIT Group/Sales Financing, Inc. 650 CIT Drive Livingston, New Jersey 07039 Attention: President (b) if to the CITSF Administrator, to The CIT Group/Sales Financing, Inc. 650 CIT Drive Livingston, New Jersey 07039 Attention: President (c) if to the Indenture Trustee, to Norwest Bank Minnesota, National Association Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479-0070 Attention: Asset-Backed Securities (d) if to the Sellers, to (i) Chase Manhattan Bank USA, National Association 802 Delaware Avenue Wilmington, Delaware 19801 Attention: (ii) The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 Attention: or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above, except that notices to the Indenture Trustee are effective only upon receipt. 10. Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the CITSF Administrator and the Indenture Trustee, with the written consent of the Owner Trustee and without the consent of the Noteholders and the Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders; provided that such amendment will not, as evidenced by an Opinion of Counsel, materially adversely affect the interest of any Noteholder or Certificateholder. This Agreement may also be amended by the Issuer, the CITSF Administrator and the Indenture Trustee with the written consent of the Owner Trustee and the holders of Notes evidencing a majority in the Outstanding Amount of the Notes and the holders of Certificates representing a majority of the Certificate Balance then outstanding for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Noteholders or the Certificateholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the holders of Notes and Certificates which are required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates. Notwithstanding the foregoing, the CITSF Administrator may not amend this Agreement without the permission of each Seller, which permission shall not be unreasonably withheld. 11. Successors and Assigns. This Agreement may not be assigned by the CITSF Administrator unless such assignment is previously consented to in writing by the Issuer, the Sellers and the Owner Trustee and subject to receipt by the Owner Trustee of written confirmation from each Rating Agency that such assignment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes and Certificates by such Rating Agency in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the CITSF Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the CITSF Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the CITSF Administrator, provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the CITSF Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. 12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 13. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 14. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement. 15. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall 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. 16. Not Applicable CITSF in Other Capacities. Nothing in this Agreement shall affect any obligation CITSF may have in any other capacity. 17. Limitation of Liability of Owner Trustee, Indenture Trustee and CITSF Administrator. (a) Notwithstanding anything contained herein to the contrary, this instrument has been signed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Norwest Bank Minnesota, National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall Norwest Bank Minnesota, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against the CITSF Administrator as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware business trust, and that no personal liability whatever shall attach to or be incurred by the CITSF Administrator, as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of the CITSF Administrator is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. 18. Third-Party Beneficiary. Each of the Sellers (to the extent provided in Sections 8, 11 and 12) and the Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. 19. Nonpetition Covenants. Notwithstanding any prior termination of this Agreement, the CITSF Administrator and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court of government authority for the purpose of commencing or sustaining a case against the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer. 20. Liability of CITSF Administrator. Notwithstanding any provision of this Agreement, the CITSF Administrator shall not have any obligations under this Agreement other than those specifically set forth herein, and no implied obligations of the CITSF Administrator shall be read into this Agreement. Neither the CITSF Administrator nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct and in no event shall the CITSF Administrator be liable under or in connection with this Agreement for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Without limiting the foregoing, the CITSF Administrator may (a) consult with legal counsel (including counsel for the Issuer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts and (b) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties. 21. Indemnity. The CITSF Administrator shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Issuer, the Sellers, the Certificateholders and the Noteholders from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Persons, through the willful misfeasance, gross negligence, or bad faith of the CITSF Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 21 shall include reasonable fees and expenses of counsel in any litigation appointed by the CITSF Administrator and reasonably satisfactory to the indemnitee; provided that the CITSF Administrator shall only be required to pay the fees and expenses of one counsel in any single litigation (or related proceedings) for all indemnities; provided, however, if in the written opinion of counsel reasonably satisfactory to the CITSF Administrator, the interests of an indemnitee and the CITSF Administrator conflict such that the CITSF Administrator and such indemnitee may not both be represented by such counsel, upon ten days prior written notice to the CITSF Administrator, such indemnitee may hire one other counsel and the indemnification under this Section 21 shall also include the reasonable fees and expenses of such other counsel. If the CITSF Administrator shall have made any indemnity payments, pursuant to this Section 21 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the CITSF Administrator without interest. The indemnities under this Section 21 shall survive the resignation or removal of an indemnitee, or the termination of the Trust Agreement and this Agreement. The Issuer shall indemnify, defend, and hold harmless from and against, and pay to the CITSF Administrator all reasonable costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the duties herein contained in accordance with the terms and conditions herein and in the Related Documents, except to the extent that such costs, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, gross negligence or bad faith of the CITSF Administrator; (ii) relates to any tax other than the taxes with respect to which the CITSF Administrator shall be otherwise indemnified pursuant to this Agreement; (iii) breach of any of its covenants set forth in the Related Documents; or (iv) shall be one as to which the CITSF Administrator is required to indemnify the Issuer. Any amounts due the CITSF Administrator pursuant to this Section 21 shall be payable only to the CITSF Administrator from the Reserve Account pursuant to Section 5.6(d) and Section 9.1(b) of the Sale and Servicing Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written. CHASE MANHATTAN RV OWNER TRUST 1997-A By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee, By: ---------------------------------- Name: Title: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, By: ---------------------------------- Name: Marianna Stershic Title: Assistant Vice-President THE CIT GROUP/SALES FINANCING, INC. as CITSF Administrator, By: ---------------------------------- Name: Title: EXHIBIT A [Form of Power of Attorney] POWER OF ATTORNEY STATE OF NEW YORK ) ) COUNTY OF NEW YORK ) KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as owner trustee ("Owner Trustee") for Chase Manhattan RV Owner Trust 1997-A ("Trust"), does hereby make, constitute and appoint THE CIT GROUP/SALES FINANCING, INC., as CITSF Administrator under the Administration Agreement (as defined below), and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Trust all such supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments as it shall be the duty of the Trust to prepare, file or deliver to protect the Trust Estate (as defined in the Administration Agreement) pursuant to the Indenture (as defined in the Administration Agreement). For the purpose of this Power of Attorney, the term "Administration Agreement" means the CITSF Administration Agreement, dated as of September 1, 1997, among the Trust, The CIT Group/Sales Financing, Inc., as CITSF Administrator, and Norwest Bank Minnesota, National Association, as Indenture Trustee, as such may be amended from time to time. All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are hereby revoked. EXECUTED this ____ day of _______, 199_. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ---------------------------------- Name: Title: EX-5.1 14 OPINION OF SIMPSON THACHER & BARTLETT (212) 455-2000 September 17, 1997 Chase Manhattan Bank USA, National Association 802 Delaware Avenue Wilmington, Delaware 19801 The Chase Manhattan Bank 270 Park Avenue New York, New York 10001 Ladies and Gentlemen: We have acted as counsel to Chase Manhattan Bank USA, National Association, a national banking association, and The Chase Manhattan Bank, a New York banking corporation (collectively, the "Registrants"), in connection with their filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, of a Registration Statement on Form S-3 (the "Registration Statement"), registering (i) $44,895,285.54 aggregate amount of Asset Backed Certificates (the "Certificates") to be issued by Chase Manhattan RV Owner Trust 1997- A (the "Trust"), a Delaware business trust initially formed pursuant to a Trust Agreement dated as of July 18, 1997 among the Registrants and Wilmington Trust Company, as the owner trustee (the "Owner Trustee"), to be amended and restated by a Trust Agreement to be dated as of September 1, 1997 among the Registrants and the Owner Trustee, substantially in the form filed as Exhibit 4.3(B) to the Registration Statement (the "Trust Agreement"), (ii) $59,500,000 aggregate principal amount of Class A-1 Asset Backed Notes (the "Class A-1 Notes"), (iii) $119,000,000 aggregate principal amount of Class A-2 Asset Backed Notes (the "Class A-2 Notes"), (iv) $113,000,000 aggregate principal amount of Class A-3 Asset Backed Notes (the "Class A-3 Notes"), (v) $73,000,000 aggregate principal amount of Class A-4 Asset Backed Notes (the "Class A-4 Notes"), (vi) $132,000,000 aggregate principal amount of Class A-5 Asset Backed Chase Manhattan Bank USA, National Association -2- September 17, 1997 The Chase Manhattan Bank Notes (the "Class A-5 Notes"), (vii) $88,000,000 aggregate principal amount of Class A-6 Asset Backed Notes (the "Class A-6 Notes"), (viii) $57,000,000 aggregate principal amount of Class A-7 Asset Backed Notes (the "Class A-7 Asset Backed Notes"), (ix) $85,000,000 aggregate principal amount of Class A-8 Notes (the Class A-8 Notes), (x) $61,000,000 aggregate principal amount of Class A-9 Notes (the "Class A-9 Notes") and (xi) $65,000,000 aggregate principal amount of Class A-10 Notes (the "Class A-10 Notes"; and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes and the Class A-9 Notes, the "Notes"), to be issued pursuant to an Indenture to be dated as of September 1, 1997 between the Trust and Norwest Bank Minnesota, National Association, as indenture trustee, substantially in the form filed as Exhibit 4.2 to the Registration Statement (the "Indenture"). The Certificates will be sold pursuant to the terms of a Certificate Underwriting Agreement, among the Registrants and Chase Securities Inc., substantially in the form filed as Exhibit 1.1(B) to the Registration Statement (the "Certificate Underwriting Agreement"). The Notes will be sold pursuant to the terms of the Note Underwriting Agreement, among the Registrants and the underwriters named in Schedule I thereto, substantially in the form filed as Exhibit 1.1(A) to the Registration Statement (the "Note Underwriting Agreement"). The Notes and the Certificates are hereinafter collectively referred to as the "Offered Securities." In that connection, we have examined the Trust Agreement, the Indenture, the Certificate Underwriting Agreement and the Note Underwriting Agreement. In addition, we have examined and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents, and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Registrants, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon the foregoing, we are of the opinion that: 1. When the Trust Agreement has been duly authorized, executed and delivered by the Registrants and the Owner Trustee, the Trust Agreement will Chase Manhattan Bank USA, National Association -3- September 17, 1997 The Chase Manhattan Bank constitute a valid and legally binding obligation of the Registrants enforceable against the Registrants in accordance with its terms. 2. When the issuance and terms of the Certificates have been duly authorized by the Registrants, when the Certificates have been duly executed and authenticated in accordance with the terms of the Trust Agreement and when the Certificates have been delivered and sold in accordance with the provisions of the Certificate Underwriting Agreement as contemplated by the Registration Statement, upon payment of the consideration therefor provided for therein, the Certificates will be legally issued, fully paid and non-assessable and outstanding and entitled to the benefits provided for by the Trust Agreement. 3. When the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, the issuance and terms of the Notes have been duly authorized by the Registrants, when the Notes have been duly executed and authenticated in accordance with the terms of the Indenture, and when the Notes have been delivered and sold in accordance with the provisions of the Note Underwriting Agreement as contemplated by the Registration Statement, upon payment of the consideration therefor provided for therein, the Notes will constitute valid and legally binding obligations of the Trust, enforceable against the Trust in accordance with their terms. Our opinions are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the law of the State of New York and the Federal law of the United States. Chase Manhattan Bank USA, National Association -4- September 17, 1997 The Chase Manhattan Bank We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus and to the use of this opinion for filing with the Registration Statement as Exhibit 5.1 thereto. Very truly yours, /s/ Simpson Thacher & Bartlett ------------------------------ SIMPSON THACHER & BARTLETT EX-8.1 15 OPINION OF SIMPSON THACHER & BARTLETT September 17, 1997 Chase Manhattan Bank, USA, National Association 802 Delaware Avenue Wilmington, Delaware 19801 The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 Re: The Issuance and Sale of $852,500,000 of Asset Backed Notes, $44,895,285.54 of Asset Backed Certificates by Chase Manhattan RV Owner Trust 1997-A Ladies and Gentlemen: We have acted as tax counsel ("Federal Tax Counsel") for Chase Manhattan Bank USA, National Association, a national banking association organized under the laws of the United States, and The Chase Manhattan Bank, a New York banking corporation (together, the "Sellers"), in connection with the preparation and filing by the Sellers with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (Registration No. 333-32263) as amended (the "Registration Statement") and in connection with the issuance and sale of (i) $59,500,000 of Class A-1 Asset Backed Notes, (ii) $119,000,000 of Class A-2 Asset Backed Notes, (iii) $113,000,000 of Class A-3 Asset Backed Notes, (iv) $73,000,000 of Class A-4 Asset Backed Notes, (v) $132,000,000 of Class A-5 Asset Backed Notes, (vi) $88,000,000 of Class A-6 Asset Backed Notes, (vii) $57,000,000 of Class A-7 Asset Backed Notes, (viii) $85,000,000 of Class A-8 Asset Backed Notes, (ix) $61,000,000 of Class A-9 Asset Backed Notes, (x) $65,000,000 of Class A-10 Asset Backed Notes (collectively, the "Notes") and (xi) $44,895,285.54 of Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities"), by Chase Manhattan RV Owner Trust 1997-A, a statutory business trust organized under the Business Trust Act of the State of Delaware (the "Trust"), pursuant to: (a) with respect to the Notes, the Indenture, dated as of September 1, 1997 (the "Indenture"), between the Trust and Norwest Bank Minnesota, National Association, as -2- September 17, 1997 trustee (the "Indenture Trustee"); and (b) with respect to the Certificates, the Trust Agreement, dated as of September 1, 1997 (the "Trust Agreement"), among the Sellers and the Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Securities will be offered for sale to investors pursuant to the Registration Statement. All capitalized terms used in this opinion letter and not otherwise defined herein shall have the meaning assigned to such terms in the Registration Statement. In delivering this opinion, we have reviewed: (i) the Registration Statement, (ii) the Indenture, (iii) the Trust Agreement, (iv) the Sale and Servicing Agreement, dated as of September 1, 1997 (the "Sale and Servicing Agreement"), among the Sellers, CIT Group/Sales Financing, Inc. and the Trust and (v) forms of the Securities. We also have examined such other documents, papers, statutes and authorities as we have deemed necessary to form the basis for the opinions expressed herein. In our examination of such material, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of copies of documents submitted to us. As to certain matters of fact relevant to the opinions hereinafter expressed, we have relied upon the representations and warranties set forth in the Indenture, the Trust Agreement and the Sale and Servicing Agreement. On the basis of the foregoing and assuming, with your permission, that (i) the Trust is formed and maintained in accordance with the discussion set forth in the Registration Statement and is operated in compliance with the terms of the Trust Agreement, (ii) the terms of the Indenture, the Trust Agreement and the Sale and Servicing Agreement are not amended, and (iii) the aggregate amount of the Administrative Fees received or accrued each year by the Trust on, or with respect to, the Receivables will be equal to, or less than, five percent (5%) of the aggregate amount of the Administrative Fees and interest or other income accrued or received by the Trust on, or with respect to, the Receivables each such year, we hereby confirm (a) our opinions set forth in the Registration Statement under the caption "Certain Federal Income Tax Consequences" and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Registration Statement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. We express no opinion with respect to the transactions referred to herein and in the Registration Statement other than as expressly set forth herein. Our opinions are not binding on the Internal Revenue Service ("IRS") and the IRS could disagree with the opinions expressed herein. Although we believe that the opinions we express herein would be sustained if challenged, there can be no assurance that this will be the case. -3- September 17, 1997 Our opinions are based upon the Code, the Treasury regulations promulgated thereunder and other relevant authorities and law, all as in effect on the date hereof. Consequently, future changes in the law may cause the tax treatment of the transactions referred to herein to be materially different from that described above. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the federal law of the United States. This opinion letter is rendered to you in connection with the above-described transactions. This opinion may not be relied upon by you for any other purpose or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent. We hereby consent to the use of this opinion for filing as Exhibit 8.1 to the Registration Statement. Very truly yours, /s/ Simpson Thacher & Bartlett Simpson Thacher & Bartlett EX-8.2 16 OPINION WITH RESPECT TO OKLAHOMA TAX MATTERS September 17, 1997 The Chase Manhattan Corporation Treasury 270 Park Avenue, 28th Floor New York, New York 10017 Re: CHASE MANHATTAN RV OWNER TRUST 1997-A Ladies and Gentlemen: For the purpose of the sale of Asset-Backed Notes and Asset-Backed Certificates issued by the Chase Manhattan RV Owner Trust 1997-A (the "Trust"), we have acted as Oklahoma tax counsel for you and the Trust regarding the anticipated Oklahoma income tax characterization of the Trust. This letter is pursuant to your request that we advise The Chase Manhattan Corporation regarding the likely characterization under Oklahoma income tax law of the Trust. We understand the Trust will purchase RV notes and/or chattel paper from Chase Manhattan Bank USA, National Association and The Chase Manhattan Bank, a New York Banking Corporation. In furnishing this opinion, we have examined copies of the following documents: (i) Amendment to the Registration Statement of Chase Manhattan RV Owner Trust 1997-A; (ii) Registration Statement of Chase Manhattan RV Owner Trust 1997-A filed with the Securities and Exchange Commission on July 29, 1997; (iii) Chase Manhattan RV Owner Trust 1997-A Amended and Restated Trust Agreement among Chase Manhattan Bank USA, National Association The Chase Manhattan Corporation September 17, 1997 Page 2 and The Chase Manhattan Bank, as Depositors; and Wilmington Trust Company, as Owner Trustee; (iv) the Chase Manhattan RV Owner Trust 1997-A Indenture; (v) the Sale and Servicing Agreement among Chase Manhattan Bank USA, National Association, a National Banking Association, The Chase Manhattan Bank, a New York Banking Corporation, as Sellers; and The CIT Group/Sales Financing, Inc., a Delaware Corporation, as Servicer; and Chase Manhattan RV Owner Trust 1997-A, as Issuer; (vi) the Note Underwriting Agreement; (vii) the Certificate Underwriting Agreement; (viii) the CITSF Administration Agreement; and (ix) the Chase Administration Agreement. I. Assumptions and Opinion In rendering the opinions expressed herein, we have made the following assumptions, the accuracy of which we have not verified: 1. The Trust has been properly characterized as a nonpublicly traded Partnership for federal income tax purposes. 2. Any Notes issued by the Trust have been properly characterized as debt for federal income tax purposes. Based upon the foregoing and in reliance thereon, and upon consideration of applicable Oklahoma income tax laws, and subject to the qualifications and limitations described below, we are of the following opinions: 1. The Trust will be characterized as a nonpublicly traded Partnership for purposes of Oklahoma income tax laws, and the nonpublicly traded Partnership will not be taxed as an entity, but rather, the profits, income, losses, and deductions of the Trust will, for income tax purposes, flow through the Trust to the partner level. 68 Okla. Stat. ss. 2353(3) (1996 Supp.); Oklahoma Tax Commission Rule ss. 710:50-3-35. 2. The Notes will be characterized as debt for Oklahoma income tax purposes. 68 Okla. Stat. ss. 2353(3) (1996 Supp.); Oklahoma Tax Commission Rule ss. 710:50-3-35. Noteholders not otherwise subject to taxation in Oklahoma should not become subject to taxation in Oklahoma because The Chase Manhattan Corporation September 17, 1997 Page 3 of the holder's ownership of Notes. However, a Noteholder already subject to Oklahoma's income tax could be required to pay additional Oklahoma income tax as a result of the holder's ownership or disposition of Notes. II. Additional Discussion For the purpose of this additional discussion, we have made the following assumptions, the accuracy of which we have not verified: 1. The Trust is organized as a business trust under the laws of Delaware. The activities of the Trust occurring within the State of Oklahoma consist solely of the maintenance of the original notes and/or chattel paper and of the related contract files and documents with a custodian within the State of Oklahoma and of the activities described in Paragraph 4 below. 2. Less than ten percent (10%) of the notes and/or chattel paper acquired by the Trust will originate in Oklahoma. 3. The Trust will acquire the notes and/or chattel paper in a series of transactions occurring outside of Oklahoma. 4. The only activities which the Servicer, as Servicer of the Trust, will conduct in Oklahoma is the servicing of the loans evidenced by the notes and chattel paper including without limitation: (i) the maintenance of custody of the notes and/or chattel paper; (ii) the maintenance of the administrative records concerning payments and outstanding balances on the notes and/or chattel paper; (iii) the receipt of the payments on the notes and/or chattel paper; (iv) the deposit of the payments received on the notes and/or chattel paper in an Oklahoma financial institution for purposes of collection; (v) the collection activities relating to the notes and/or chattel paper; and (vi) the repossession and sale of the collateral therefor. As a nonpublicly traded Partnership for Oklahoma and federal income tax purposes, the Oklahoma distributive share of the partnership income, gains, losses or deductions of the partnership to be reported by the partners shall be the same portion of that reported for federal income tax purposes, as the Oklahoma income, gain, losses or deductions determined under ss.ss. 2358 and 2362 of Title 68 of the Oklahoma Statutes for said partnership, bears to the federal income, gains, losses or deductions. 68 Okla. Stat. ss. 2363 (1991). The Oklahoma taxable income of a nonresident includes the distributive share of the Oklahoma part of partnership income, gains, losses or deductions. 68 Okla. Stat. ss. 2362(4) (1996 Supp.). However, income from intangible personal property of a nonresident of Oklahoma is generally excluded from Oklahoma taxable income except to the extent that such income is from property employed in an Oklahoma trade or business or from property that has acquired a nonunitary business or commercial situs in Oklahoma. 68 Okla. Stat. ss.ss. 2358(A)(4)(b), 2362(6) (1996 Supp.). We believe it is unlikely that the Oklahoma Tax Commission would attempt to classify the income of the Trust as Oklahoma source income or as arising from an Oklahoma trade or business. Accordingly, a nonresident of Oklahoma should not incur Oklahoma taxable income solely as a result of an The Chase Manhattan Corporation September 17, 1997 Page 4 ownership interest in the Trust. However, we are not aware of any authority or pronouncement of the Oklahoma Tax Commission or the Oklahoma courts addressing this issue on comparable facts and no absolute assurance can be given in this regard. III. Qualifications and Limitations In preparing this letter, we have reviewed Oklahoma Statutes, Oklahoma court decisions and Oklahoma administrative rules and decisions, generally available to the public as of the date of this letter. We have no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that may hereafter occur which place a different interpretation on the law other than that which has been applied herein, including interpretations of the law whether by way of Oklahoma statutory enactments or amendments, judicial decisions or administrative actions. This opinion has been rendered solely for the benefit of The Chase Manhattan Corporation and the Trust for use in the Trust's offering of the Asset-Backed Notes and the Asset-Backed Certificates and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent; provided, however, that this opinion may be delivered to your regulators, accountants, attorneys and other professional advisers and may be used in connection with any legal or regulatory proceeding relating to the subject matter of this opinion and the disclosure statement entitled "Certain State Tax Consequences" included in the September 4, 1997, draft of the Amendment to the Registration Statement may be included in the Prospectus related to the offering. The undersigned shall not be responsible, liable or obligated to any third party who may obtain access to this letter. Very truly yours, CROWE & DUNLEVY A Professional Corporation By: /s/James H. Holloman, Jr. ------------------------------- James H. Holloman, Jr. EX-10.1 17 AMENDED AND RESTATED SERVICING AGREEMENT AMENDED AND RESTATED SERVICING AGREEMENT AMENDED AND RESTATED SERVICING AGREEMENT ("Agreement") dated as of the 15th day of September, 1997, by and among THE CHASE MANHATTAN BANK, a banking corporation organized under the laws of the State of New York and having its principal place of business in New York, New York ("CMB"), CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States and having its principal place of business in Wilmington, Delaware ("CUSA"), CHASE FINANCIAL HOLDINGS, INC., an Ohio corporation with its principal place of business in Cleveland, Ohio ("CFHI"), CHASE FINANCIAL ACCEPTANCE CORPORATION, an Ohio corporation with its principal place of business in Cleveland, Ohio ("CFAC," and collectively with CMB, CUSA and CFHI, "Chase"), CHASE FINANCIAL MANAGEMENT CORPORATION, an Ohio corporation with its principal place of business in Cleveland, Ohio (the "Chase Servicer"), and THE CIT GROUP/SALES FINANCING, INC., a Delaware corporation ("CIT"), with offices at 650 CIT Drive, Livingston, New Jersey 07039, as servicer (the "Servicer"). RECITALS WHEREAS, Chase, CIT and The CIT Group/Consumer Finance, Inc. (NY) ("CITNY") entered into that certain Agreement dated as of May 9, 1997 (the "Purchase Agreement") pursuant to which CIT and CITNY acquired from Chase certain assets relating to its marine and recreational vehicle lending businesses (the "Acquisition"); WHEREAS, in connection with the Acquisition, Chase, the Chase Servicer and CIT entered into the Servicing Agreement, dated as of May 9, 1997, as amended by Amendment No. 1 thereto, dated as of August 13, 1997 (the "Original Servicing Agreement"), pursuant to which Chase and the Chase Servicer retained the Servicer to service or subservice the Accounts and the Servicer agreed to perform such services in accordance with the terms and conditions set forth in the Original Servicing Agreement; and WHEREAS, Chase, the Chase Servicer and CIT desire to amend and restate the Original Servicing Agreement in its entirety as set forth in this Agreement and the Exhibits referred to herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed that the Original Servicing Agreement is hereby amended and restated in its entirety as follows: 2 ARTICLE I - DEFINITIONS All capitalized terms not otherwise defined herein are used as defined in the Purchase Agreement and the following words and phrases, unless the context otherwise requires, shall have the following meanings: 1.1. Accounts - shall mean the collective reference to the Chase Accounts, the New Securitization Accounts and the Old Securitization Accounts; 1.2. Account Owner - shall mean, (i) with respect to a Chase Account, CMB, CUSA, CFAC or CFHI, as the case may be, (ii) with respect to an Old Securitization Account, the trustee, acting on behalf of the certificateholders, identified in the related Pooling and Servicing Agreement and (iii) with respect to a New Securitization Account, the trustee, acting on behalf of the certificateholders, or trust identified in the related New Securitization Servicing Agreement; 1.3. Aggregate Losses - shall mean, with respect to any calendar year or partial calendar year, an amount equal to (x) the sum of the Losses for such calendar year or partial calendar year, less (y) any recoveries (including, but not limited to, sales proceeds and insurance credits) received during such calendar year or partial calendar year in respect of Accounts in default in, and included in the calculation of Aggregate Losses with respect to, any prior calendar year or partial calendar year. 1.4. Agreement - shall mean this Agreement, as the same may be amended from time to time, and any Exhibits hereto; 1.5. Business Day - shall be any day other than (i) a Saturday or Sunday, or (ii) a day in which banking institutions in New York, New York, Cleveland, Ohio or Oklahoma City, Oklahoma are authorized or obligated by law or executive order to be closed; 1.6. Chase Accounts - shall mean the collective reference to the Retained Accounts and the Repurchase Accounts; 1.7. Loss - shall mean with regard to any Account in default the amount obtained by adding to the principal balance of such Account (i) accrued interest, (ii) collection and insurance charges applicable to such Account (including, but not limited to, any expenses for which the Servicer is reimbursed pursuant to Section 8.3 hereof), (iii) repossession and liquidation expenses incurred in connection with such Account (including, but not limited to, any expenses for which the Servicer is reimbursed pursuant to Section 8.3 hereof) and (iv) forbearance expenses incurred in connection with such Account, less any recovery on such Account including, but not limited to, sales proceeds and insurance credits. Forbearance expenses shall be deemed to include any losses incurred in connection with a bankruptcy court ordered modification of the terms of the Account. Accrued interest is calculated at (a) the rate disclosed in the Account or (b) in the case of precomputed Accounts in which no rate is disclosed, at the interest rate which the Chase Servicer would be obligated to use in computing the unpaid principal balance pursuant to the Rule of 78's or actuarial 3 method, as applicable, in the event of prepayment by the Obligor under any such Account, from the last day paid to the Date of Repossession. Date of Repossession shall be the date on which the Notice of Sale is sent to the Obligor. Repossession inventory (meaning those Accounts for which the Chase Servicer has mailed a Notice of Sale) prior to the Transfer Date will not be taken into consideration when calculating Losses; 1.8. New Securitization Account - shall mean each Retained Account that is included in a New Securitization; 1.9. New Securitization Servicing Agreement - shall have the meaning referred to in Section 4.4 hereof; 1.10. Old Securitization Account - shall mean each conditional sales contract, retail installment sales agreement or note relating to a marine or recreational vehicle loan, and each security agreement or preferred ship mortgage related thereto, included in an Old Securitization; 1.11. Repurchase Account - shall mean each conditional sales contract, retail installment sales agreement or note relating to a marine or recreational vehicle loan, and each security agreement or preferred ship mortgage related thereto, that was transferred by Chase in connection with an Old Securitization, or a New Securitization or transferred to CIT or CITNY pursuant to the Purchase Agreement and subsequently repurchased by Chase as a result of a breach of representation and warranty made by Chase in connection with such Old Securitization, New Securitization or the Purchase Agreement, as the case may be; 1.12. Retained Account - shall mean each conditional sales contract, retail installment sales agreement or note relating to a marine or recreational vehicle loan, and each security agreement or preferred ship mortgage related thereto, retained by Chase on or after the Closing Date, other than (i) any such conditional sales contract, retail installment sales agreement or note relating to a marine or recreational vehicle loan, and each security agreement or preferred ship mortgage related thereto, transferred to CIT or CITNY pursuant to the Purchase Agreement on the Cut-Off Date Closing Date or (ii) any New Securitization Account. ARTICLE II - RETENTION OF SERVICER; SERVICER'S GENERAL OBLIGATIONS 2.1. Chase and the Chase Servicer retain the Servicer as an independent contractor to provide the services described in this Agreement during the term of this Agreement, and the Servicer agrees to perform such services in accordance with the terms and conditions contained in this Agreement. 2.2. In the performance of its duties hereunder, the Servicer shall be an independent contractor acting on its own behalf and for its own account. It shall have no authority, express or implied, to act in any manner or by any means for or on behalf of Chase or the Chase Servicer in any capacity other than as an independent contractor. It is agreed 4 that the Servicer and Chase, together with the Chase Servicer, are not partners or joint venturers, or agents or assignees of each other. 2.3. In the performance of its duties hereunder, the Servicer shall service all Accounts in compliance with the terms of this Agreement, and the underlying Accounts, and will comply in all material respects with all applicable state and federal laws and regulations governing financing, licensing, loan servicing, debt collection, credit reporting, consumer protection, foreclosure and other disposition of collateral, and the protection of any security interest in collateral. 2.4. Promptly after the execution and delivery of this Agreement, the Servicer shall deliver to the Chase Servicer a list of key officers of the Servicer that will be involved in, or responsible for, the servicing of the Accounts, and the Chase Servicer shall deliver to the Servicer a list of key officers and employees of the Chase Servicer who have been authorized by Chase Servicer to receive any reports hereunder from the Servicer. Each party shall notify the other party promptly of any changes to such list. ARTICLE III - SERVICING OF ACCOUNTS 3.1. The Servicer shall service the Accounts with due care in accordance with the terms of this Agreement and shall have full power and authority, acting alone and subject only to the provisions of this Agreement and applicable law, to do any and all things in connection with the servicing of the Accounts that it believes to be reasonable and necessary to carry out its obligations under this Agreement. The Servicer agrees that it shall service the Accounts using the same standard of care that it uses to service its own loans or credit sales secured by Boats or Recreational Vehicles, except as otherwise specifically provided in Exhibit 3.1 hereto. The Servicer shall not make any change to its current servicing policies and procedures which would have a material effect on the collectibility of the Accounts, including, but not limited to, any change to the policies and procedures set forth in Exhibit 3.1 hereto, without the prior written consent of the Chase Servicer. 3.2. The Servicer shall provide servicing of the Accounts which will include the following: collection of principal, finance and other charges; payment processing; payment of any applicable taxes; filing and processing of claims under insurance policies; filing claims in bankruptcy proceedings; making reports as set forth in Exhibit 3.1 hereto and as otherwise reasonably required; liquidation, repossession and foreclosure; and other services with respect to the Accounts customarily provided by servicers servicing these types of assets. 3.3. The Chase Servicer understands and agrees that the Servicer shall have no monetary obligation to remit to the Chase Servicer any sums due on a Account, unless a payment is received from the Obligor, an insurer or any other party (such as proceeds on sale of collateral) on a Account. 3.4. The Servicer shall take all actions that are necessary or desirable to maintain continuous perfection and priority of the rights, title and interests of the Account 5 Owners (or of the originators in the case of any New Securitization Accounts) in the Boats and Recreational Vehicles securing the Accounts, including, but not limited to, the notation on certificates of title and the recording, filing and refiling of all financing statements, continuation statements, preferred ship mortgages or other instruments. In addition, if the Servicer discovers any deficiency in the priority or perfection of the security interest in a Boat or Recreational Vehicle constituting security for any Account or any other defect in the documents constituting a part of any Account, which deficiency or defect can be corrected, the Servicer shall use its best efforts to correct such deficiency or defect. ARTICLE IV - SUBSERVICING OF OLD SECURITIZATION ACCOUNTS; SERVICING OF NEW SECURITIZATION ACCOUNTS 4.1. CMB and the Chase Servicer, in their respective capacities as "Servicers" under the Pooling and Servicing Agreements, hereby designate and appoint the Servicer as a subservicer as of the Transfer Date under the Pooling and Servicing Agreements with respect to the Old Securitization Accounts. The Servicer hereby agrees to perform and comply with each and every duty and obligation of CMB or the Chase Servicer, as the case may be, as "Servicer" under the Pooling and Servicing Agreements with respect to the Old Securitization Accounts, except such duties and obligations which are set forth on Exhibit 4.1 hereof as the continuing responsibilities of CMB or the Chase Servicer. The Servicer shall have full power and authority to perform all duties, and to exercise all rights and remedies, of CMB or the Chase Servicer, as the case may be, as Servicer under the Pooling and Servicing Agreements, except for such duties, rights and remedies as are reserved for CMB or the Chase Servicer as set forth on Exhibit 4.1 hereof. 4.2. CMB and the Chase Servicer, in their respective capacities as "Servicers" under the Pooling and Servicing Agreements with respect to the Old Securitization Accounts, hereby agree that neither shall consent to any material change to the provisions of the Pooling and Servicing Agreements to which it is a party relating to the servicing of the Old Securitization Accounts without the prior written consent of the Servicer, which such consent shall not be unreasonably withheld. 4.3. In the event that the Servicer shall fail to perform any obligation or satisfy any liability undertaken or assumed by the Servicer hereunder, CMB or the Chase Servicer, as the case may be, shall remain obligated and be liable in accordance with the terms of the Pooling and Servicing Agreements to which it is a party without diminution of any such obligation or liability by virtue of the appointment of the Servicer hereunder; provided, however, that CMB or the Chase Servicer, as the case may be, shall be entitled to indemnification of any such obligation or liability to the extent set forth in Section 10.1 hereof. 4.4. The Servicer has agreed under the Purchase Agreement to use its best efforts to enter into one or more agreements (each a "New Securitization Servicing Agreement") in connection with each New Securitization pursuant to which it will agree to service the related New Securitization Accounts on and after the closing date with respect to 6 such New Securitization. If the Servicer enters into any New Securitization Servicing Agreement, the Servicer hereby agrees to perform and comply with each and every duty of the "Servicer" under such New Securitization Servicing Agreement with respect to the New Securitization Accounts subject thereto. ARTICLE V - CONVERSION OF ACCOUNT RECORDS AND OTHER DOCUMENTS FROM THE CHASE SERVICER TO THE SERVICER 5.1. In order to enable the Servicer to fulfill its obligations under this Agreement, the Chase Servicer shall timely and effectively cooperate with and assist the Servicer in, and the Servicer shall effect, a conversion of the Accounts to the Servicer's computer system on or before October 1, 1997. 5.2. On or prior to the Transfer Date, Chase or the Chase Servicer shall provide to the Servicer limited powers of attorney to endorse checks for deposit only and other instruments of payment in the Account Owners' names, to sign other documents necessary to the continued perfection of any security interest, to release liens upon full payment or upon resale of collateral after repossession, and to initiate suits in the Account Owner's name on Accounts upon which there has been a default. 5.3. The Chase Servicer and the Servicer shall produce the following notices in mutually acceptable forms: (a) Notices to the Obligors of the transfer of the servicing of the Accounts to the Servicer in accordance with applicable state and federal laws and regulations; and (b) Notices to all insurance companies, taxing authorities and tax sources as appropriate of the transfer of the servicing of the Accounts to the Servicer. 5.4. On and after the Transfer Date, the Chase Servicer will (i) continue to cooperate with and provide documents to the Servicer as reasonably necessary in order to facilitate the servicing of the Accounts and (ii) promptly forward to the Servicer any correspondence and payments received by the Chase Servicer which appropriately should have been sent to the Servicer. ARTICLE VI -- THE SERVICER'S SERVICING OBLIGATIONS 6.1. During the term hereof, the Servicer shall retain information on its computer system relating to the Accounts (the "Computer Files") and shall provide the Chase Servicer with on-line computer terminal access at the Chase Servicer's office to such Computer Files. 6.2. In the event Chase or the Chase Servicer desire some special services not specified herein, the Servicer shall use its best efforts to provide such services if the Servicer 7 reasonably concludes that such services are reasonably attainable and technically feasible. There will be no additional fee or charge for additional services unless the Servicer notifies Chase or the Chase Servicer, as the case may be, in advance of providing such services of the additional charge and Chase or the Chase Servicer agree to the charge in writing. 6.3. CMB, the Chase Servicer or the Account Owners, as set forth in the Pooling and Servicing Agreements, may retain physical possession of the Files. The Servicer shall maintain all documents it holds relating to the Accounts in a safe, up-to-date manner. The Servicer may, at its sole expense, use the services of a file storage and retention company reasonably acceptable to the Chase Servicer. In the event the Servicer obtains any original documents relating to the Accounts, the Servicer shall hold them in trust for the Account Owners. Any original documents relating to the Accounts held by the Servicer shall be maintained in fire-proof files, except those documents held by a file storage and retention company reasonably acceptable to the Chase Servicer which does not offer fire-proof storage. The Servicer shall exercise reasonable care in handling and delivering the documents in its files relating to the Accounts. Unless otherwise requested by the Chase Servicer or unless otherwise required by governmental rule, the Servicer shall retain the documents in its files relating to the Accounts during the time the Account Owners own the Accounts and for the term of this Agreement. However, the Servicer shall, upon request of the Chase Servicer, forward to the Chase Servicer the documents in its files relating to an Account and the related repossession file after the sale of the repossessed Boat or Recreational Vehicle. The Servicer shall maintain the privacy of the Obligors in accordance with all applicable governmental rules. The Servicer shall deliver any of the documents in its files relating to an Account to Chase or the Chase Servicer upon request. 6.4. The Servicer does not warrant by its acceptance of any original document relating to the Accounts or any copy of any such document, forwarded to it by the Chase Servicer, or the related Account Owner, that such document is legally valid or enforceable in any respect. 6.5. The Servicer shall retain the Computer Files and other data and records (including, without limitation, computerized records) relating directly to or maintained in connection with the servicing of the Accounts, which Computer Files, data and records shall be clearly marked to reflect that the Accounts are owned by the Account Owners, at the address of the Servicer, or upon thirty (30) days' advance notice to the Chase Servicer at such other place where the servicing offices of the Servicer are located and shall be readily separable from the other files or property of the Servicer. 6.6. Upon the termination of this Agreement, the Servicer shall, upon request of the Chase Servicer, deliver to the Chase Servicer, at the Chase Servicer's expense (unless such termination is by the Chase Servicer for "cause" pursuant to Section 12.3(a) hereof or is a result of a default by the Servicer hereunder), all data and records (including, without limitation, computerized records) created or used for the servicing of the Accounts and all monies received by the Servicer. In addition to delivering such data, records and monies, the Servicer shall, at the Chase Servicer's expense (unless such termination is by the Chase Servicer for "cause" pursuant to Section 12.3(a) hereof or is a result of a default by the 8 Servicer hereunder), use reasonable efforts to effect the orderly and efficient transfer of the servicing of the Accounts with respect to which such termination shall have occurred to such party as may have been appointed by the Chase Servicer to assume responsibility for such servicing, including, without limitation, directing the Obligors to remit all payments in respect of the Accounts to an account or address designated by the Chase Servicer. 6.7. In order to facilitate the servicing of the Accounts by the Servicer, CMB and the Chase Servicer hereby appoint the Servicer, with respect to any payments remitted on an Account by any Obligor or other person on behalf of an Obligor directly to the Servicer, to retain possession of such payment as custodian and bailee of CMB or the Chase Servicer, as the case may be. The Servicer shall cause each of such payments to be processed and deposited in the manner set forth in Article VII on the Business Day following receipt or as otherwise directed by the Chase Servicer in writing. 6.8. The Servicer shall process normal payoffs of Accounts by quoting amounts due, accepting payoff amounts, stamping the original contracts relating to such Accounts "Paid" and returning them to Obligors, and releasing liens as required. 6.9. If payment of any amount due with respect to an Account is not received from a Obligor within eleven (11) days after the date such payment is due under the Account, the Servicer shall, consistent with the Servicer's collection policies and procedures specified in Exhibit 3.1, contact such Obligor to effect collection and to discourage delinquencies in payments on such Account, doing so by lawful means, including, but not limited to, the following: (a) Attempting to contact Obligors by telephone to encourage payment; (b) Mailing of past due notices as necessary; (c) Preparing and mailing of collection letters; (d) Mailing reminder notices to Obligors as deemed necessary; (e) Using skip tracing techniques to locate missing Obligors; (f) Using field calls directly on Obligors; (g) Identifying and taking action on reasonable alternatives to avoid or minimize losses; and (h) Initiating all steps leading to termination or foreclosure actions deemed necessary. Upon receipt of proceeds with respect to any defaulted Account, the Servicer shall deposit all the proceeds collected without deduction for any fee or amount due the 9 Servicer (except for retention of fees pursuant to Section 8.2 hereof), as provided in Article VII and provide to the Chase Servicer an itemized accounting. 6.10. Based on an Obligor's reasons for delinquency, the Servicer may grant extensions (monthly payment deferrals) in accordance with the criteria set forth on Exhibit 3.1 to those Obligors having temporary cash flow problems. The Servicer shall exercise care in offering extensions so as not to defer obvious losses. The Servicer shall provide to the Chase Servicer on the 15th day of each month a list of all extensions granted during the preceding calendar month and the reasons for such extensions or modifications. The Chase Servicer reserves the right to direct the Servicer with respect to loss mitigation strategies, to require the Servicer to initiate repossession or to direct the Servicer to refrain from repossession, based on reasonable criteria communicated in writing from time to time. 6.11. The Servicer shall not waive or release any right to collect any amount due under the Accounts; provided, however, that in connection with the settlement of a defaulted Account, the Servicer may forgive a portion of such Account if, in its discretion, it believes that the acceptance of the settlement proceeds from the related Obligor would result in the receipt of an amount of collections greater than the net proceeds that would result from repossessing and liquidating the related Boat or Recreational Vehicle, taking into account any payments that would be required by law to be remitted to the Obligor and other expenses customarily deducted from sales proceeds in connection with sales or other dispositions of Boats or Recreational Vehicles, as the case may be. 6.12. In the event repossession or foreclosure proceedings are instituted in respect of the Accounts, whether by the Servicer or otherwise, then and until otherwise directed by the Chase Servicer, the Servicer, from the date of the commencement thereof until the termination thereof and the conveyance of title, or until other disposition of the Account Owner's interest in the financed Boat or Recreational Vehicle, shall manage and protect the financed Boat or Recreational Vehicle, including the maintenance of insurance against loss and damage. If an insurer of any such Boat or Recreational Vehicle shall from time to time direct the Servicer with respect to the manner or procedure of the performance of any of the duties and services referred to in this Agreement, the Servicer will perform such duties and services in accordance with such direction, anything herein to the contrary notwithstanding. The Servicer shall be paid additional reasonable compensation as agreed by the parties and be reimbursed for its expenses if the Chase Servicer or any insurer requests that it take actions beyond the scope of this Agreement. 6.13. Unless repossessed or liquidated in accordance herewith, the Servicer shall commence foreclosure proceedings against, or otherwise comparably convert the ownership of any collateral securing a defaulted Account as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with such foreclosure proceedings or other conversion, the Servicer shall follow the same practices and procedures as it does with its own loans or credit sales, except as otherwise specifically provided in Exhibit 3.1 hereto, and shall be in compliance with all applicable federal, state and local laws and governmental rules. The Servicer shall also arrange the foreclosure sale of repossessed Boats and Recreational Vehicles and Boats and Recreational Vehicles taken by 10 the Servicer in full satisfaction of any debt in accordance with the criteria set forth herein or on Exhibit 3.1. The Servicer shall utilize its best efforts to sell repossessed collateral in such a manner as to minimize losses. The Servicer warrants that its servicing will not prejudice the rights of the Account Owners with respect to the Accounts, including the right to collect deficiency amounts due under the Accounts after repossession or foreclosure. 6.14. The Servicer shall not initiate any litigation in the name of Chase or the Chase Servicer or pursue any deficiency balance without Chase's or the Chase Servicer's advance written consent; provided, however, that (i) the Servicer may initiate litigation to recover possession of or to foreclose upon collateral securing the Accounts and (ii) the Servicer may initiate collection suits or actions to recover deficiencies, provided that any legal counsel retained by the Servicer in connection therewith shall be compensated on a contingency basis and the total amount of "out-of-pocket" expenses of such counsel to be reimbursed shall not exceed the amount set forth in Section 8.3(b) hereof. The Servicer hereby agrees that prior to the initiation of any litigation to collect amounts owing with respect to an Account, the Servicer shall review the files, including but not limited to the Computer Files, relating to such Account to determine if such files indicate that there exist facts which might constitute a defense or counterclaim in any such litigation. If such review of the files indicates the existence of facts which might constitute a defense or counterclaim, the Servicer shall not initiate any litigation with respect to such Account without the prior written consent of the Chase Servicer. The Servicer shall give the Chase Servicer prompt written notice of all litigation including any claims or counterclaims asserted by the Obligor or any other party. 6.15. The Servicer shall apply payments received on the Accounts in accordance with the priorities as set forth on Exhibit 6.15 hereto, except as otherwise provided in any New Securitization Servicing Agreement, including the procedures for handling insurance proceeds under insurance policies relating to the Accounts. 6.16. The Servicer agrees at its own cost and expense to maintain adequate fidelity bond coverage of the officers and employees of the Servicer who handle or may have occasion to handle or control any funds collected by the Servicer or documents and papers relating to the Accounts under this Agreement. Such fidelity bond shall protect against losses, including forgery, theft, embezzlement and fraud and the coverage under the fidelity bond shall be at least $5,000,000. On or prior to the Transfer Date, the Servicer shall furnish to the Chase Servicer certification by the carrier of such fidelity coverage attesting to the form or type of bond evidencing such coverage, together with the amount, term, date of commencement, anniversary or renewal date and name of insured and affirmatively assuring the Chase Servicer that such coverage cannot be changed, other than by an increase in amount, or cancelled without prior written notice to the Chase Servicer. Regardless of any provisions contained in this Agreement which require the Servicer to maintain fidelity bond coverage, the Servicer shall not be relieved of and from its accountability and responsibility to Chase and the Chase Servicer for the proper performance under this Agreement of the duties and obligations to be performed hereunder by the Servicer. 11 ARTICLE VII - DEPOSIT OF COLLECTIONS 7.1. Except as otherwise specified in any Pooling and Servicing Agreement with respect to any Old Securitization Account or in any New Securitization Servicing Agreement with respect to any New Securitization Account, upon the Servicer's receipt of any payment on the Accounts, including principal, interest, insurance proceeds, liquidation proceeds or any other proceeds on any Account, however or from whomever made, the Servicer shall within two (2) Business Days deposit such payment by wire transfer of immediately available funds to account number 322-006716 (ABA Routing Number 021000021) at The Chase Manhattan Bank in the Chase Servicer's name. The Servicer shall have no rights to such payments. The Servicer shall insure that deposits into such account with respect to the Accounts will be accomplished and recorded in such manner as to permit auditing of such transactions in accordance with the terms hereof. ARTICLE VIII - COMPENSATION TO THE SERVICER; ADDITIONAL COMPENSATION TO THE SERVICER; OUT-OF-POCKET EXPENSES 8.1. In consideration of its services provided hereunder with respect to the Old Securitization Accounts, the Chase Servicer shall pay to the Servicer a servicing fee for each calendar month equal to one-twelfth of the product of 0.50% and the aggregate outstanding principal balance (excluding any separate notes or amounts due from any Obligor for taxes, insurance or other advances) of all Old Securitization Accounts at the close of business on the last day of the preceding calendar month. The Chase Servicer shall, upon receipt of a bill for such service fees and/or out-of-pocket costs described in Section 8.3 hereof, remit payment to the Servicer of such amounts within 30 days of receipt. 8.2. The Servicer shall be entitled to retain the following fees payable in respect of the Accounts as additional compensation: late payment fees, extension fees and transfer of equity and assumption fees accruing and collected by the Servicer after the Transfer Date. The Servicer shall be responsible for paying all amounts due dealers in respect of dealer participations on the Accounts accruing on and after the Transfer Date, which such payments shall be based upon the information recorded on the conversion tape provided to the Servicer by the Chase Servicer as of the Transfer Date. The Servicer shall not be responsible for paying any other amounts due dealers in respect of dealer participations. The Servicer shall have no liability for defenses, counterclaims, off-sets or recoupments arising under or in connection with events which occur prior to the Transfer Date. 8.3. The Servicer shall be responsible for all of its own expenses and costs in carrying out its obligations under this Agreement, except that the Chase Servicer shall reimburse the Servicer for the following "out-of-pocket" expenses: (a) Customary or necessary repossession expenses reasonably incurred in connection with the transporting, repair, care, custody, control and resale of repossessed Boats or Recreational Vehicles; provided, however, that the Servicer shall 12 not incur, and the Chase Servicer shall not be obligated to reimburse the Servicer for, expenses in excess of the dollar amounts set forth on Exhibit 3.1, unless the express written consent of the Chase Servicer is obtained in advance of the time such expenses are incurred; (b) Expenses of legal counsel retained to enforce Accounts after default and the related court costs; provided, however, that the Servicer shall not incur, and the Chase Servicer shall not be obligated to reimburse the Servicer for, more than $1,000 for legal fees on any Account, unless the express written consent of the Chase Servicer is obtained in advance of the time such fees are incurred; and (c) Any amounts paid or advanced by the Servicer to pay taxes or to satisfy any tax lien on any Boat or Recreational Vehicle. 8.4. In consideration of its services provided hereunder with respect to the Chase Accounts and the New Securitization Accounts, the Chase Servicer shall pay to the Servicer the fee as agreed to and specified in that certain Fee Letter, as amended, dated as of May 9, 1997, among Chase, the Chase Servicer and the Servicer (the "Fee Letter"). ARTICLE IX - REPRESENTATIONS AND WARRANTIES 9.1. The Servicer represents and warrants to Chase and the Chase Servicer that as of the Closing Date and as of the Transfer Date: (a) The Servicer (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is qualified to transact business in each jurisdiction in which failure to so qualify would render any Account unenforceable in such jurisdiction and (iii) has the corporate power to own its property, to conduct its business and to service the Accounts hereunder; (b) The Servicer has the corporate power and authority to enter into and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Servicer and constitutes a valid and legally binding obligation of the Servicer, enforceable in accordance with its terms; (c) The execution, delivery and performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or the by-laws of the Servicer or any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer and any of its property or assets may be bound; (d) The Servicer is not required to obtain any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery and performance of this Agreement; 13 (e) The Servicer has, or will have prior to the Transfer Date, sufficient personnel and equipment, including but not limited to computer, bookkeeping and record keeping capabilities, to perform its obligations under this Agreement; and (f) There is no litigation or administrative proceeding of or before any court, tribunal or governmental body pending or, to the best of the Servicer's knowledge, threatened, which could reasonably be expected to affect adversely the validity or enforceability of this Agreement or the ability of Servicer to service the Accounts hereunder in accordance with the terms hereof or which could reasonably be expected to have a material adverse effect on the financial condition of the Servicer. 9.2. Each of CMB, CUSA, CFHI, CFAC and the Chase Servicer represents and warrants to the Servicer that as of the Closing Date and as of the Transfer Date: (a) It (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) has the corporate power to own its property and to conduct its business; (b) It has the corporate power and authority to enter into and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable in accordance with its terms; (c) The execution, delivery and performance of this Agreement by it will not violate any provision of any existing law or regulation or any order or decree of any court or its charter or the by-laws or any mortgage, indenture, contract or other agreement to which it is a party or by which it and any of its property or assets may be bound; (d) It is not required to obtain any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery and performance of this Agreement; (e) There is no litigation or administrative proceeding of or before any court, tribunal or governmental body pending or, to the best of its knowledge, threatened, which could reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement; and (f) All data provided to the Servicer as to the balances of the Accounts is correct in all material respects. 14 ARTICLE X - MUTUAL INDEMNITY 10.1. The Servicer agrees to indemnify Chase and the Chase Servicer and hold Chase and the Chase Servicer harmless from and against any and all losses, liabilities, claims, damages and actions, including reasonable attorneys' fees, reasonable accountants' fees and court costs, arising out of (i) the Servicer's failure to comply with its obligations, warranties, representations and covenants contained in this Agreement, (ii) the negligent action taken or negligent omission of the Servicer in performing its duties hereunder or (iii) the Servicer's erroneous calculation of the participation due any dealer on the Accounts, provided that Chase or the Chase Servicer notifies the Servicer immediately by telephone and thereafter in writing upon receipt of notice of any such claim made by a dealer; provided, however, that the Servicer shall not be liable for any losses, liabilities, claims, damages or actions arising out of any breach by Chase or the Chase Servicer of any of their obligations, warranties or representations in this Agreement. 10.2. Chase and the Chase Servicer agree to indemnify the Servicer and hold the Servicer harmless from and against any and all losses, liabilities, claims, damages and actions, including reasonable attorneys' fees, reasonable accountants' fees, and court costs, arising out of (i) Chase or the Chase Servicer's breach of any of their obligations, warranties, representations and covenants contained in this Agreement, (ii) any events which occurred prior to the Transfer Date, (iii) Chase or the Chase Servicer's assignment to the Servicer of Authorizations for Automatic Payment relating to Automated Clearing House electronic fund transfers from the Accounts of Obligors or (iv) any claim by a dealer for an amount in respect of dealer participations greater than the amount that would be payable to such dealer based upon the information recorded on the conversion tape provided to the Servicer by the Chase Servicer, provided that the Servicer notifies Chase and the Chase Servicer immediately by telephone and thereafter in writing upon receipt of notice of any such claim made by a dealer; provided, however, that neither Chase nor the Chase Servicer shall be liable for any losses, liabilities, claims, damages or actions arising out of any breach by the Servicer of any of its obligations, warranties or representations in this Agreement. ARTICLE XI - AUDIT RIGHTS: FINANCIAL STATEMENTS 11.1. At all times during the term of this Agreement, the Servicer shall afford the Chase Servicer and the Account Owners and their authorized agents, subject to appropriate notice, reasonable access during normal business hours to audit the Servicer's books, records, data, premises and operations relating to the Accounts and will cause its personnel to assist in any examination of such records. The examination referred to in this Section will be conducted in a timely manner which does not interfere unreasonably with the Servicer's normal operations or customer or employee relations and shall be at the Chase Servicer's or the Account Owner's sole expense. 11.2. The Servicer shall deliver to the Chase Servicer on or before March 31 of each year, commencing March 31, 1998, an Officers' Certificate stating, that (i) a review of the activities of the Servicer during the preceding calendar year (or since execution of this 15 Agreement in the case of the first such Officers' Certificate required to be delivered) and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout the period covered by such review, or, if there has been a default in the fulfillment of any such obligations, specifying each such default known to such officer and the nature and status thereof. 11.3. Annually on or before each March 31st, commencing March 31, 1998, so long as the Servicer shall be servicing Accounts, the Servicer shall, at its option, either (a) provide the Chase Servicer's auditors with adequate information and access to financial data, Account data, systems, procedures, testing and support to enable the Chase Servicer's auditors to provide the following described report or (b) furnish to the Chase Servicer a statement for the most recently ended calendar year certified by a firm of independent public accountants with respect to the Servicer to the effect that such firm has examined certain documents and records relating to the servicing of the Accounts and that, on the basis of an examination conducted substantially in compliance with a recognized program for auditing the servicing of loans similar to the Accounts, that such firm is of the opinion that such servicing has been conducted in compliance with this Agreement except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. ARTICLE XII - TERM AND TERMINATIONS 12.1. Unless sooner terminated as herein provided or by mutual agreement, this Agreement shall continue from the date hereof during the term of the Accounts and until all of the principal, finance charges and other charges of all of the Accounts are paid in full, or until proceedings to foreclose are terminated finally and title to all collateral which are the subject of such proceeds is liquidated and received by the Chase Servicer or the Account Owner. 12.2. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall become and be terminated immediately with respect to all Accounts other than the New Securitization Accounts upon the mailing of written notice of termination by the party described below upon the occurrence of any one or more of the following events: (a) By the Chase Servicer in the event that, subject to Section 15.7 hereof, due to a delay attributable to the Servicer, the Transfer Date shall not have occurred on or before October 1, 1997. In such circumstance, the Servicer will pay the Chase Servicer, promptly after the end of each calendar year over the life of the Accounts, the difference, if any, between (x) the fees to be paid to any third-party substitute servicer under a servicing agreement negotiated in good faith by Chase and such third-party substitute servicer and (y) the product of (i) 0.50% and (ii) the quotient obtained by dividing (A) the sum of the aggregate principal balances of all Accounts as of the close of business on the last Business Day of each month of such calendar year by (B) twelve (12). 16 (b) By the Chase Servicer in the event of any failure by the Servicer to make any deposit or payment, or to remit to the Chase Servicer any payment, required to be made under the terms of this Agreement, any Pooling and Servicing Agreement or any New Securitization Servicing Agreement which continues unremedied for a period of two Business Days after notice of such failure, but in any event not more than five Business Days after receipt of written notice of such failure; or (c) By the Chase Servicer in the event of a failure on the part of the Servicer to deliver reports to the Chase Servicer or the Account Owners which failure continues unremedied for a period of five (5) Business Days after receipt of written notice of such failure, or (d) By the non-defaulting party, other than as a result of voluntary proceedings (covered by (e) below), if the other party shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator or trustee of such party or of all or substantially all of its property or approving any petition filed against such party for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days; or (e) By either party if the other party shall institute proceedings for voluntary bankruptcy, or shall file a petition seeking reorganization under the federal bankruptcy laws or for relief under any law for the relief to debtors, or shall consent to the appointment of a receiver of such party or of all or substantially all of its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due; or (f) By the Chase Servicer if the Servicer shall assign or delegate its rights or its duties hereunder to any Person other than an Affiliate without the prior written consent of the Chase Servicer; or (g) By the Chase Servicer if the Servicer shall merge with or consolidate into any other corporation, other than a merger by the Servicer into another wholly-owned subsidiary of The CIT Group Holdings Inc., without the prior written consent of the Chase Servicer, which such consent shall not be unreasonably withheld; or (h) By the Chase Servicer if the Servicer shall sell or otherwise dispose of all or substantially all of its property or assets, except to another wholly owned subsidiary of The CIT Group Holdings, Inc., without the prior written consent of the Chase Servicer. The Servicer agrees that if any of the events specified in subparagraphs (b) through (h) of this Section 12.2 shall happen, it will give written notice thereof to the Chase Servicer within five (5) days after the occurrence of such event. 17 12.3. Notwithstanding any provision of this Agreement to the contrary, this Agreement may also become and be terminated with respect to all Accounts other than the New Securitization Accounts upon the occurrence of any one or more of the following events: (a) The Chase Servicer may terminate this Agreement for "cause" without payment of any additional compensation to the Servicer. If the Chase Servicer terminates this Agreement for "cause" and, as a result of such termination, a servicing systems conversion is required, the Servicer shall pay the expenses of such conversion, including, but not limited to, the expenses of formatting all information into a format acceptable to the successor Servicer. "Cause" shall exist if, during any calendar year or partial calendar year, (i) Aggregate Losses with respect to Accounts secured by Recreational Vehicles exceed 0.80% of the Average Annual Balance (as such term is defined in the Fee Letter) for such calendar year or partial calendar year or (ii) Aggregate Losses with respect to Accounts secured by Boats exceed 1.20% of the Average Annual Balance (as such term is defined in the Fee Letter) for such calendar year or partial calendar year. If during any calendar year or partial calendar year (i) Aggregate Losses with respect to Accounts secured by Recreational Vehicles exceed 0.80% of the Average Annual Balance (as such term is defined in the Fee Letter) or (ii) Aggregate Losses with respect to Accounts secured by Boats exceed 1.20% of the Average Annual Balance (as such term is defined in the Fee Letter) for such calendar year or partial calendar year, the Chase Servicer shall, in addition to its right to terminate the Agreement, have the right to (i) conduct a full audit of the operations and procedures of the Servicer with respect to the Accounts and (ii) require that the Servicer produce a detailed plan acceptable to the Chase Servicer for reducing Losses; or (b) Either party may terminate this Agreement with respect to all Accounts other than the New Securitization Accounts in the event that the other party materially defaults in the performance of any of its respective covenants, agreements, representations, warranties, duties or obligations hereunder, which default shall not be substantially cured within forty-five (45) days after written notice is received by the other party specifying the default, or, with respect to any default which cannot be reasonably cured within forty-five (45) days, if the defaulting party fails to diligently proceed within forty-five (45) days to commence curing said default and thereafter to proceed with all due diligence to substantially cure the same, then the non-defaulting party may, by giving written notice thereof to the other party, terminate this Agreement as of a date specified in such notice of termination; provided, however, that in the event a breach of warranty cannot be reasonably cured, the non-defaulting party may not terminate this Agreement if the defaulting party indemnifies the non-defaulting party pursuant to Article X; or (c) Either party may terminate this Agreement with respect to all Accounts other than the New Securitization Accounts immediately upon notice if the other party fails to make any other payment due under this Agreement within five (5) Business Days after receipt of notice thereof from the party entitled to payment. 18 12.4. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall become and be terminated with respect to any New Securitization Account immediately upon the termination of the Servicer as "Servicer" under the related New Securitization Servicing Agreement. 12.5. From and after the effective date of termination of this Agreement pursuant to Section 12.1, 12.2 or 12.3, the Servicer shall not be entitled to compensation for servicing the Accounts (other than the New Securitization Accounts) after such effective date and shall be relieved of further responsibility in connection therewith. In any such event the rights, duties, powers and authority of the Servicer hereunder with respect to all Accounts other than the New Securitization Accounts shall immediately terminate, and, without limitation, the Chase Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination, whether to complete the transfer and endorsement or assignment of the Accounts and related documents, or otherwise. The Servicer shall forthwith upon such termination pay over to the Chase Servicer all monies collected and held by it with respect to all Accounts other than the New Securitization Accounts pursuant to this Agreement, and shall deliver to the Chase Servicer (a) all documents relating to all Accounts being serviced hereunder other than the New Securitization Accounts, a payment history on each such Account, ledger cards, tax bills, accrual records and insurance policies and (b) a full accounting, including a statement showing the monthly payments or other payments collected by it and a statement of monies held by it with respect to the Accounts other than the New Securitization Accounts. The Servicer shall cooperate with the Chase Servicer in effecting any such termination and any successor servicer's administration of the Accounts. 12.6. From and after the effective date of termination of this Agreement with respect to any New Securitization Accounts pursuant to Section 12.4 hereof, the Servicer shall not be entitled to compensation for servicing such New Securitization Accounts after such effective date and shall be relieved of further responsibility in connection therewith. In any such event the rights, duties, powers and authority of the Servicer hereunder with respect to such New Securitization Accounts shall immediately terminate. The servicing of such New Securitization Accounts shall be transferred to a successor servicer in accordance with the related New Securitization Servicing Agreement. ARTICLE XIII - CONFIDENTIALITY 13.1. The Servicer shall keep confidential and shall not make available to any Person not employed by the Servicer or any Affiliate, or its counsel, accountants or other experts, any information relating to the Accounts or reports without the specific authorization of the Chase Servicer unless such disclosure is necessary to comply with law or with the requirements of this Agreement; provided, however, that the Servicer may disclose such information as is necessary for the Servicer to perform and comply with each and every duty of the Servicer under any New Securitization Servicing Agreement or in connection with any New Securitization. 19 13.2. In order to permit the Servicer to perform its obligations hereunder, and to permit the Chase Servicer to assist the Servicer in doing so, the Chase Servicer and the Servicer may from time to time have access to each other's computer systems and certain of the data stored therein. The Chase Servicer and the Servicer will each use its best efforts not to access any information from the other except information reasonably needed to fulfill the terms of this Agreement. The Servicer and the Chase Servicer each agree that they shall treat as confidential, consistent with their duties and obligations hereunder, any information received from the other whether obtained through the other's computer system or otherwise and will only permit those employees engaged in the rendering of the services hereunder, or assisting the other in rendering services hereunder, to have access to the other party's computer system and the information with respect to the Accounts received from the other. ARTICLE XIV - SURVIVAL OF AGREEMENTS, WARRANTIES COVENANTS AND REPRESENTATIONS 14.1. The covenants and indemnities of Chase, the Chase Servicer and the Servicer that are contained in this Agreement shall survive its termination for (i) a period of two (2) years with respect to (x) any claim asserted by Chase or the Chase Servicer against the Servicer or (y) any claim asserted by the Servicer against Chase or the Chase Servicer or (ii) a period of four (4) years with respect to any claim arising as a result of a claim asserted by a Person other than Chase, the Chase Servicer or the Servicer. ARTICLE XV - MISCELLANEOUS 15.1. This Agreement and the Exhibits hereto set forth the entire agreement and understanding between Chase, the Chase Servicer and the Servicer and supersede any and all representations, promises, and statements, oral or written, made in connection with the subject matter of this Agreement and the negotiation hereof. No such representation, promise or statement not written in this Agreement and the Exhibits hereto shall be binding on the parties. Notwithstanding the foregoing, if any provision of this Agreement or the Exhibits hereto is found to be inconsistent with any provision of the Pooling and Servicing Agreements with respect to the Old Securitizations or the New Securitization Servicing Agreements with respect to the New Securitization Accounts, the provisions of such Pooling and Servicing Agreements or New Securitization Servicing Agreements, as the case may be, shall govern. This Agreement may not be varied or altered nor its provisions waived except by an agreement in writing executed by duly authorized officers of Chase, the Chase Servicer and the Servicer. 15.2. Any corporation or other entity (i) into which any party hereto may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which any party hereto shall be a party or (iii) which may succeed to all or substantially all of the business of any party hereto, shall be bound to perform every obligation of such party under this Agreement and shall be successor to such party hereunder without execution or filing of any document or any further act by any of the parties hereto; provided, however, 20 that, in accordance with Section 12.2 hereof, the Servicer shall not (i) merge with or consolidate into any other corporation, other than a merger by the Servicer into another wholly-owned subsidiary of The CIT Group Holdings Inc., without the prior written consent of the Chase Servicer, which such consent shall not be unreasonably withheld, or (ii) sell or otherwise dispose of all or substantially all of its property or assets, except to another wholly owned subsidiary of The CIT Group Holdings, Inc., without the prior written consent of the Chase Servicer. 15.3. This Agreement shall be binding upon and inure to the benefit of Chase, the Chase Servicer and the Servicer and each of their respective successors and assigns, provided, however, no party may assign or transfer this Agreement without the prior written consent of the others, which such consent shall not be unreasonably withheld, except that the Servicer may assign or transfer this Agreement to any of its Affiliates. In the event that any such assignee or transferee shall fail to perform any obligation or satisfy any liability undertaken or assumed by the Servicer hereunder, the Servicer shall remain obligated and be liable in accordance with the terms of this Agreement without diminution of any such obligation or liability by virtue of such assignment or transfer. Any assignment or transfer in violation of this paragraph shall constitute a material breach of this Agreement. 15.4. Captions in this Agreement are for convenience of reference only and are not to be considered as defining or limiting in any way the scope or intent of the provisions of this Agreement. 15.5. The waiver of any breach, term, provision, or condition of this Agreement shall not be construed to be a waiver of any other or subsequent breach, term, provision, or condition. All remedies afforded by this Agreement for a breach hereof shall be cumulative. 15.6. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and the enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 15.7. Wherever under this Agreement one party is required or permitted to give written notice to the others, such notice shall be deemed given upon receipt after its mailing by the party providing notice by certified mail or registered mail (postage prepaid) or by overnight delivery service addressed as follows: In the case of the CMB, CUSA, CFAC, CFHI and the Chase Servicer: c/o Chase Financial Corporation 250 W. Huron Cleveland, Ohio 44113 Attn: Chief Financial Officer With a copy to: 21 Chase Financial Corporation 250 W. Huron Cleveland, Ohio 44113 Attn: General Counsel In the case of the Servicer: The CIT Group/Sales Financing, Inc. 650 CIT Drive Livingston, New Jersey 07039 Attn: President With a copy to: The CIT Group/Sales Financing, Inc. 715 South Metropolitan Avenue, Suite 150 Oklahoma City, Oklahoma 73108-2090 Attn: John Alkire, Senior Vice President Any writing which may be mailed pursuant to the foregoing may also be delivered by hand. 15.8. Anything in this Agreement to the contrary notwithstanding, Chase, the Chase Servicer and the Servicer shall be excused from performing any of their respective obligations under this Agreement, which are prevented or delayed by any occurrence not within their respective control including but not limited to strikes or other labor matters, destruction of or damage to any building, natural disasters, accidents, riots, or any regulation, rule, law, ordinance or order of any federal state or local government authority. 22 15.9. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single Agreement among the parties hereto. THE CHASE MANHATTAN BANK By: /s/ William Hoefling -------------------------------- Title: Executive Vice President CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION By: /s/ William Hoefling -------------------------------- Title: Director CHASE FINANCIAL ACCEPTANCE CORPORATION By: /s/ Thomas M. Boylan -------------------------------- Title: Senior Vice President CHASE FINANCIAL HOLDINGS, INC By: /s/ Thomas M. Boylan -------------------------------- Title: Senior Vice President CHASE FINANCIAL MANAGEMENT CORPORATION By: /s/ Thomas M. Boylan -------------------------------- Title: Senior Vice President THE CIT GROUP/SALES FINANCING, INC. By: /s/ Frank Garcia -------------------------------- Title: Vice President EXHIBIT 3.1 SERVICING STANDARDS A. STANDARDS 1. Delinquent Accounts will be collected with the same care and diligence as those originated and owned by CIT. CIT staffing and expertise of staff will be consistent with those servicing its own portfolio. 2. Accounts will be downloaded to the autodialer at 11 days delinquent. Daily passes will be made between the hours of 7 a.m. and 11 p.m. Central Time on the accounts to contact the customers to collect the arrearage. After the Account has been on the autodialer more than 10 days without contact, a manual review will be made on the Account to determine the appropriate course of action. Accounts will be referred to manual collections when potentially 60 days delinquent and will remain assigned to a specific collector until cured. CIT will use the same prudent judgment to cure delinquents that it does with its own portfolio, utilizing, including, but not limited to, deferments, reschedules, settlements, etc. 3. Repossession will be initiated when it is evident the customer can no longer pay or the collateral is at risk. 4. If CIT utilizes consignment dealers to remarket collateral, total units at one dealership cannot exceed ten (10). All consignment dealers utilized must have a UCC-1 agreement and a consignment agreement satisfactory to Chase. 5. Total collection Accounts per employee cannot exceed eight hundred (800). Collection Accounts per employee defined as total Accounts entering collections in a month divided by total number of collectors assigned. B. SERVICE POWERS 1. CIT requires Chase's approval for each repossession sale or short sale/settlement in which the present loss to balance exceeds 60% and the loan balance exceeds $30,000. 2. CIT requires Chase's approval for each non-repossession sale charge off in which the charge off exceeds $50,000. 2 C. REPORTING 1. CIT must provide Chase a month-end report of all Accounts carried 30 days or more past due that have balances greater than $150,000. The report must include: (a) Account Number (b) Customer Name (c) Days Past Due (d) Balance (e) Brief Status 2. CIT must provide Chase a month-end report by product identifying total on-hand repossession inventory (number of units and dollar value), total repossession sales for the month, total percent loss to balance for month and year-to-date. 3. CIT must provide Chase a month-end report identifying all repossessions on-hand more than 90 days. 4. CIT must provide Chase a month-end report by product identifying total bankruptcy inventory (number of claims and dollar value) for the month and total litigation inventory (number of claims and dollar value) for the month. 5. CIT must provide Chase a terminal to access collection activity on Accounts real-time. D. USE OF SUBCONTRACTORS/SUBSERVICERS 1. No use of subcontractors or subservicers is permitted with the exception of the hiring of vendors to perform an assigned function on an individual Account, (i.e. a company to perform a repossession/an attorney to handle a bankruptcy/litigation) or the use of third party collection agencies to collect post-charged off Accounts. Agency fees for primary placement should not exceed 25%. Fee schedule for repossessions pursuant to Section 8.3 of the Servicing Agreement will be a standard flat rate of $1000.00 (exclusive of sales commissions to dealers). E. MISDIRECTED COLLECTIONS AND CORRESPONDENCE 1. All correspondence will be mailed overnight to CIT. 3 F. SYSTEM CONVERSION PLAN 1. Chase is reviewing plan to provide (a) A file from TCS with collection comments of active accounts (b) A file from BART with all repossession inventory information of transfer date. G. TRANSFER PLAN FOR COLLECTIONS/REPOSSESSION 1. CIT will have appropriate collection/repossession/customer service personnel 1 to 3 weeks before transfer to work with counterparts to ensure a smooth hand-off. H. STANDARDS 1. Current account will be serviced with the same care and diligence as those originated and owned by CITSF. CITSF staffing and expertise will be consistent with those servicing its own portfolio. 2. Performance measurements for the portfolio are as follows
Call Center: Monthly Abandon Rate Less than 8% ----------- Average Speed of Answer Less than 45 seconds Hours of Operation Call Center: 8:00 AM - 7:00 PM, M-F Back Office: Resolution Rate Complete inquiries within 7-10 days Escalated Complaints Completed in 3-5 days Lien Releases Within normal processing (not to exceed 45 days) or as dictated by state parameter Overages Due to Customer Within normal processing (not to exceed 60 days) or as dictated by state parameter
I. SERVICE POWERS 1. CIT requires Chase approval for any loan balance write off in excess of $5,000.00 due to errors and omissions. 4 J. REPORTING 1. CIT must provide Chase a month-end report of the outstanding loan balances for the approximately 200 loans with previously placed credit/life insurance for as long as such loans shall be in existence. Chase agrees that such loans will be identified on the master loan file to facilitate this reporting requirement. 2. CIT must provide Chase a month-end report detailing: (a) Call Volume (b) Abandon Rate (c) Number of Escalated Complaints 3. CIT must provide Chase a month-end report by product detailing any significant issue that impacted the agreed upon service quality and target resolution and timeframe. 4. CIT must provide Chase a month-end report for each calendar month until and including March 1998 of all loans which were (i) originated after February 1, 1997 and (ii) paid off in full as of the previous month. Such report shall include: customer name, account number, dealer name, dealer number, contract date and effective date of payoff. In connection with such report, CIT shall also provide Chase conversion tables for account numbers and dealer numbers. K. NOTIFICATION 1. CIT must provide Chase (names to be provided) notice immediately, or no later than 24 hours after the occurrence, of: (a) An unplanned shut down (b) A disaster recovery situation and re-up plan 2. CIT must provide Chase (names to be provided) at least 48 hours advance notice of: (a) A planned shut down (meetings, etc.) (b) A system shut down that would impact servicing. L. MISDIRECTED CORRESPONDENCE 1. All correspondence will be mailed to CIT, or to Chase if received by CIT in error, overnight. M. TRANSFER PLAN FOR SERVICING 5 1. CIT will have appropriate staffing personnel hired and trained 3 weeks prior to the transfer of servicing. N. TRAINING/MONITORING 1. All CIT servicing reps, including phone center and back office will receive at least 1 week of product and systems training. 2. Service quality evaluations will be done on all reps at least once a month with retraining sessions scheduled as needed based on performance monitoring. EXHIBIT 4.1 CONTINUING RESPONSIBILITIES OF CMB AND THE CHASE SERVICER UNDER THE OLD SECURITIZATIONS 1. CFAC Grantor Trust 1991-A. The Chase Servicer shall remain responsible for the duties and obligations of the Servicer with respect to Sections 5.09(a), 5.09(b), 5.09(d), 5.11(a), 5.11(c), 5.11(d), 5.11(e), 5.12, 10.02 and 11.06(c) of the Pooling and Servicing Agreement, dated as of December 1, 1991, among CFAC, as Seller, CFMC, as Servicer, and Sumitomo Bank of New York Trust Company, a New York trust company, as Trustee of the CFAC Grantor Trust 1991-A. 2. CBNJ Boat Loan Trust 1994-1. CMB shall remain responsible for the duties and obligations of the Servicer with respect to Sections 5.09(a), 5.09(b), 5.09(d), 5.11(a), 5.11(c), 5.11(d), 5.11(e), 5.12, 10.02 and 11.06(c) of the Pooling and Servicing Agreement, dated as of June 9, 1994, among CMB, as Seller and Servicer, CFMC, as Subservicer, and Bankers Trust Company, a New York banking corporation, as Trustee of CBNJ Boat Loan Trust 1994-1. EXHIBIT 6.15 PAYMENT PROCESSING SEQUENCE ALS - Precompute and Simple Interest Accounts Primary Sequence -- INTEREST*, DEALER RESERVE INTEREST*, FORCE PLACED INSURANCE, PRINCIPAL Overage Sequence -- LATE CHARGES, INTEREST, FORCE PLACED INSURANCE, PRINCIPAL ACLS - Precompute, Simple Interest & Fixed Amortizations Primary Sequence -- EXTENSION FEES, INTEREST, INSURANCES, PRINCIPAL, LATE CHARGES, FORCE PLACED INSURANCE, EXPENSES Overage Sequence -- INTEREST, LATE CHARGES, INSURANCE, FORCE PLACED INSURANCE, EXPENSES, EXTENSIONS, PRINCIPAL - -------- * The sum of (i) interest and (ii) dealer reserve interest equals the total customer finance charge. EX-25.1 18 FORM T-1 Exhibit 25.1 Filing pursuant to Registrtation Statement number 333-07575 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO ___ SECTION 305(b) (2) NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Name, address and telephone number of Agent for Service) ----------------------------- Chase Manhattan RV Owner Trust 1997-A (Exact name of obligor as specified in its charter) Delaware 52-6867634 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Wilmington Trust Company Attn: Corporate Trust Administration Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 (Address of principal executive offices) (Zip code) ----------------------------- Asset Backed Notes of Chase Manhattan RV Owner Trust 1997-A (Title of the indenture securities) 2 Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Treasury Department Washington, D.C. Federal Deposit Insurance Corporation Washington, D.C. The Board of Governors of the Federal Reserve System Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1, pursuant to General Instruction B, because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.* Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name 3 change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.* Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Consolidated Reports of Condition and Income of the trustee as of June 30, 1997. Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to the corresponding numbered exibits to the form T-1 filed as Exhibit 25 to registration statement number 33-66026. 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Norwest Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 26th day of August, 1997. NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION ----------------------- Marianna C. Stershic Assistant Vice-President 5 EXHIBIT 6 August 26, 1997 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION ----------------------- Marianna C. Stershic Assistant Vice-President 6 -----END PRIVACY-ENHANCED MESSAGE-----