S-3/A

As filed with the Securities and Exchange Commission on March 28, 2006

Registration No. 333-131760

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT No. 1

TO

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Depositor)

(Exact name of registrant as specified in its charter)

UNITED STATES OF AMERICA (State or other jurisdiction of incorporation or organization) 13-4994650 (I.R.S. Employer Identification Number)

1111 Polaris Parkway

Columbus, Ohio 43240

(800) 992-7169

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark I. Kleinman

Senior Vice President

JPMorgan Chase Bank, National Association

270 Park Avenue

New York, NY 10017

(212) 270-6562

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Neila B. Radin, Esq. JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017 (212) 270-0938 Laura Palma, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If the only securities being registered on this Form are being 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, please check the following box.  x

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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
Asset Backed Notes and Certificates	$10,000,000,000	100%	$10,000,000,000	$1,070,000.00

(1) Estimated solely for the purpose of calculating the registration fee.

(2) A total of $813,080.08 of which has been previously paid as follows: $107.00 was previously paid with the initial filing of this Registration Statement; $547,944.60 was previously paid on September 17, 2003 by Chase Bank USA, National Association (formerly known as Chase Manhattan Bank USA, National Association), a wholly-owned subsidiary of JPMorgan Chase & Co., parent company of the Registrant, in connection with the unissued Asset-Backed Securities registered under Registration Statement No. 333-109768 initially filed on October 17, 2003, and is being offset against the total filing fee due for this Registration Statement pursuant Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933; and $265,028.48 was previously paid on September 9, 2003 by Bank One Auto Securitization LLC, a wholly-owned subsidiary of JPMorgan Chase & Co., in connection with the unissued Asset Backed Securities registered under Registration Statement No. 333-107580 initially filed on August 1, 2003, and is being offset against the total filing fee due for this Registration Statement pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which 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 become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement and the attached prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion dated                  , 200  

PROSPECTUS SUPPLEMENT

(To Prospectus dated                  , 20    )

$                     

Chase Auto Owner Trust 20    -  

Issuing Entity

$             Asset Backed Notes

$             Asset Backed Certificates

JPMorgan Chase Bank, National Association

Sponsor, [Originator,] Depositor and Servicer

The following securities are being offered by this prospectus supplement:

Class [A-1] Notes

Class [A-2] Notes

Class [A-3] Notes

Class [A-4] Notes

Certificates (1)

Principal Amount

$

$

$

$

$

Interest Rate

%

%

%

%

%

Final Scheduled Payment Date

Price to Public

%

%

%

%

%

Underwriting Discount

%

%

%

%

%

Proceeds to Depositor

%

%

%

%

%

(1) The issuing entity will also issue [$[            ] of Class [    ] asset backed notes with a final scheduled payment date of [            ] and] a Class R certificate to the depositor. The [Class [    ] notes and] the Class R certificate [is] [are] not being offered for sale by this prospectus supplement.

The total price to public is $            .

The total underwriting discount is $            .

The total proceeds to the depositor are $            .

The assets of the issuing entity will be motor vehicle loans and related property.

The issuing entity will pay interest and principal on the securities on the     th day of each month. The first payment date will be                  , 20    .

Credit enhancement will consist of a reserve account, overcollateralization and the subordination of certain payments in respect of the certificates.

[The issuing entity will enter into an interest rate swap agreement with [            ] to hedge its floating rate obligations on the Class A-[    ] notes.]

Before you purchase any of these securities, be sure to read this prospectus supplement and the attached prospectus, especially the risk factors beginning on page [S-    ] of this prospectus supplement and on page [    ] of the prospectus.

Neither the securities nor the underlying motor vehicle loans are insured or guaranteed by the FDIC or any other governmental authority.

These securities represent obligations of or interests in the issuing entity only and are not obligations of or interests in JPMorgan Chase Bank, National Association or any of its affiliates.

No one may use this prospectus supplement to offer and sell these securities unless it is accompanied by the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the attached prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Underwriters of the Notes	Underwriter of the Certificates
[Names of Underwriters]	[Name of Underwriter]

The date of this prospectus supplement is                  , 20    .

Table of Contents

	Page
Summary of Terms	S-4
Risk Factors	S-17
Holders of certificates are subject to greater credit risks because distributions in respect of the certificates are subordinate to payments on the notes.	S-17
You may experience prepayments and losses on your securities after an event of default under the indenture.	S-17
Only the assets of the issuing entity are available to pay your securities.	S-17
Geographic concentration of motor vehicle loans may result in more risk to you.	S-17
The absence of an existing market for the securities may limit your ability to resell the securities.	S-18
[The ratings on the securities are dependent on the creditworthiness of [the third party credit enhancer].]	S-18
[You may suffer losses as a result of the interest rate swap agreement.]	S-18
The Issuing Entity	S-19
General	S-19
Capitalization of the Issuing Entity	S-19
Issuing Entity Property	S-19
Trustees	S-21
Owner Trustee	S-21
Indenture Trustee	S-21
Sponsor, [Originator,] Depositor, Servicer and Administrator	S-21
Subservicer	S-21
[The Swap Counterparty]	S-21
[Third Party Credit Enhancer]	S-22
Affiliations and Certain Relationships and Related Transactions	S-22
The Motor Vehicle Loans	S-23
Eligibility Criteria	S-23
Composition of the Motor Vehicle Loans	S-23
[Pre-Funding Account and Subsequent Motor Vehicle Loans]	S-28
[Purchase of Additional Motor Vehicle Loans]	S-28
Static Pool Data	S-28
Delinquency and Loan Loss Information	S-28
Use of Proceeds	S-32
Weighted Average Life of the Securities	S-33
Maturity and Prepayment Considerations	S-33
Illustration of Effect of Prepayments of Motor Vehicle Loans on the Life of the Securities	S-33
The Notes	S-37
General	S-37
Payments of Interest	S-37
[Interest Rate Swap]	S-38
Payments of Principal	S-38
Prepayment	S-39
The Certificates	S-40
General	S-40
Distributions of Interest	S-40
Distributions of Principal	S-40
Prepayment	S-41
Restrictions on Foreign Ownership	S-42
Payments and Distributions	S-43
Source of Funds	S-43
Priority of Payments and Distributions	S-43

S-i

Fees and Expense of the Issuing Entity	S-45
Credit Enhancement	S-45
Overcollateralization	S-45
Reserve Account	S-46
Subordination of Certificates	S-47
[Yield Enhancement]	S-47
[Yield Supplement Account]	S-47
[Yield Supplement Overcollateralization Amount]	S-48
Transfer and Servicing Agreements	S-49
Issuing Entity Accounts	S-49
Servicing Compensation	S-49
Servicing Procedures	S-49
Servicer Purchase Option	S-50
[Money Market Eligibility]	S-50
Reports to be Filed with the SEC	S-50
Litigation	S-50
Material Federal Income Tax Consequences	S-51
Employee Benefit Plan Considerations	S-51
General	S-51
The Notes	S-52
Regulation	S-52
The Certificates	S-53
Taxation of Tax-Exempt Investors	S-55
Underwriting	S-56
Note Underwriting Agreement	S-56
Certificate Underwriting Agreement	S-56
Proceeds to JPMorgan Chase	S-57
General	S-57
Legal Matters	S-58
Glossary of Terms	S-59

S-ii

Reading These Documents

We provide information on the Chase Auto Owner Trust 20[    ] and the securities to be issued by the issuing entity in two documents that offer varying levels of detail:

• the prospectus—provides general information, some of which may not apply to the securities.

• this prospectus supplement—provides a summary of the specific terms of the securities.

We suggest you read this prospectus supplement and the prospectus in their entirety. The prospectus supplement pages begin with “S”.

We include cross-references to sections in these documents where you can find further related discussions. Refer to the table of contents on page [S-    ] in this document and on page [    ] in the attached prospectus to locate the referenced sections.

The glossary of terms on page [S-    ] of this prospectus supplement lists definitions of certain terms used in this prospectus supplement and the glossary of terms on page [    ] in the prospectus lists definitions of certain terms used in this prospectus supplement and the prospectus.

You should rely only on information on the securities provided in this prospectus supplement and the attached prospectus. We have not authorized anyone to provide you with different information. The information in this prospectus supplement or the attached prospectus is accurate only as of the dates on their respective covers. We are not offering the securities in any state where the offer is not permitted.

If you have received a copy of this prospectus supplement and the attached prospectus in electronic format, and, if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus supplement and attached prospectus from the depositor or the underwriters.

In this prospectus supplement, the terms “JPMorgan Chase,” “we,” “us” and “our” refer to JPMorgan Chase Bank, National Association.

S-1

S-2

S-3

Summary of Terms

The following summary is a short description of the main terms of the securities offered by this prospectus supplement. For that reason, this summary does not contain all of the information that may be important to you. To fully understand the terms of the securities offered by this prospectus supplement, you will need to read both this prospectus supplement and the attached prospectus in their entirety.

Offered Securities

The following securities are being offered by this prospectus supplement:

$             Class [A-1]	% Asset Backed Notes
$             Class [A-2]	% Asset Backed Notes
$             Class [A-3]	% Asset Backed Notes
$             Class [A-4]	% Asset Backed Notes
$	% Asset Backed Certificates

The issuing entity will also issue [$[            ] of Class [    ] asset backed notes with a final scheduled payment date of [            ] and] a Class R certificate, [none of] which [are] [is not] being offered by this prospectus supplement. The depositor will initially retain [the Class [    ] notes and] the Class R certificate.

Issuing Entity

Chase Auto Owner Trust 200    -     is a Delaware statutory trust established by the depositor pursuant to a trust agreement.

Sponsor, Depositor, Servicer and Administrator

JPMorgan Chase Bank, National Association.

Originator

JPMorgan Chase Bank, National Association[, and/or [            ], one of its affiliates.]

Subservicer

Chase Auto Finance Corp., a wholly owned subsidiary of JPMorgan Chase Bank, National Association.

Owner Trustee

[name of owner trustee]

Indenture Trustee

[name of indenture trustee]

Paying Agent

JPMorgan Chase Bank, National Association.

[Third Party Enhancement Provider

[name of third party enhancement provider]]

[Swap Counterparty

[name of swap counterparty]]

S-4

Closing Date

The issuing entity expects to issue the securities on                  , 20    .

Cutoff Date

The depositor will transfer the motor vehicle loans to the issuing entity as of                  , 20    .

[Statistical Cutoff Date

The depositor prepared the statistical information on the motor vehicle loans to be transferred to the issuing entity as of                  , 20    .]

Property of the Issuing Entity

The property of the issuing entity will include the following:

• the motor vehicle loans,

• all collections on the motor vehicle loans received on and after the cutoff date,

• amounts held from time to time in the reserve account[, the yield supplement account] and other bank accounts maintained for the issuing entity,

• security interests in the financed vehicles,

• rights to proceeds from the exercise of the depositor’s recourse rights against dealers,

• rights to proceeds from claims on insurance policies that cover the obligors of the motor vehicle loans or the vehicles financed by the motor vehicle loans and

• repossessed financed vehicles.

The issuing entity will pledge its property to the indenture trustee to secure payment of the notes.

The Motor Vehicle Loans

On the closing date, the depositor will transfer motor vehicle loans having an aggregate principal balance of approximately $             as of the cutoff date to the issuing entity in exchange for the securities. The motor vehicle loans are retail installment sales contracts and purchase money notes and other notes secured by new and used automobiles and light-duty trucks. Collections on the motor vehicle loans will be the issuing entity’s primary source of funds for making payments in respect of the securities.

Motor vehicle loans may be purchased from the issuing entity by the depositor in connection with the breach by the depositor of certain representations and warranties relating to the motor vehicle loans and may be purchased by the servicer in connection with the breach by the servicer of certain servicing covenants. The servicer will be deemed to have purchased a motor vehicle loan if it deposits in the collection account amounts that it mistakenly believes are collections resulting in the payment in full of that motor vehicle loan and discovers its error after the payment date following such deposit. In addition, the servicer will have the option to purchase all of the motor vehicle loans from the issuing entity under certain circumstances.

For information on the depositor’s and the servicer’s purchase obligations, refer to the sections of the prospectus entitled “Sale of Motor Vehicle Loans—Repurchase of Motor Vehicle Loans” and “Servicing—Servicing Procedures—Collection Procedures” and the section of this prospectus supplement entitled “Transfer and Servicing Agreements—Servicing Procedures.” For information on the servicer’s purchase option, see the section of this prospectus supplement entitled “Transfer and Servicing Agreements—Servicer Purchase Option.”

S-5

[Statistical Information

The statistical information in this prospectus supplement on the motor vehicle loans to be transferred to the issuing entity on the closing date is presented as of                 , 20    . The depositor may select additional motor vehicle loans to be transferred to the issuing entity after the statistical cutoff date. In addition, certain motor vehicle loans included in the statistical information may not be included in the motor vehicle loans transferred to the issuing entity on the closing date. As a result of this potential variation in the motor vehicle loans to be transferred to the issuing entity and the amortization of the motor vehicle loans between the statistical cutoff date and the cutoff date, the statistical distribution of the characteristics of the motor vehicle loans as of the cutoff date may vary from the statistical distribution of those characteristics as of                 , 20    , although that variance will not be material.]

The aggregate principal balance of the motor vehicle loans as of the [statistical] cutoff date was $            .

The composition of the motor vehicle loans as of the [statistical] cutoff date was as follows:

Number of Motor Vehicle Loans
Average Principal Balance	$
Average Original Balance	$
Weighted Average Contract Rate	%
Contract Rate (Range)	% to             %
Weighted Average Original Term	months
Original Term (Range)	months to
Weighted Average Remaining Term	months
Remaining Term (Range)	months to              months
Weighted Average FICO®(1) Score
FICO® Scores (Range)	to

(1) FICO is a registered trademark of Fair Isaac & Co.

[Pre-Funding and Subsequent Motor Vehicle Loans

On the closing date, $[    ] will be deposited in a pre-funding account maintained with the indenture trustee. This amount represents [    ]% of the aggregate principal balance of the motor vehicle loans as of the [statistical] cutoff date plus the amount in the pre-funding account. During a funding period from the closing date to [                , 20    ], the issuing entity will use the funds in the pre-funding account to purchase additional motor vehicle loans from the depositor that are required to meet the same eligibility criteria applicable to the motor vehicle loans transferred to the issuing entity on the closing date[, except that [state any different eligibility criteria for subsequent motor vehicle loans].] Prior to being used to purchase subsequent motor vehicle loans, funds on deposit in the pre-funding account will be invested at the direction of the servicer in highly rated short-term securities. The funding period will end on the earliest to occur of (i) [                , 20    ], (ii) the date on which the amount in the pre-funding account is less than $[            ] and (iii) the occurrence of an event of default under the indenture. On the payment date following the termination of the funding period, the indenture trustee will apply any remaining funds in the pre-funding account to pay principal of the notes and make a distribution in respect of principal on the certificates.]

[Purchases of Additional Motor Vehicle Loans

During the period from the closing date to [                , 20    ], the issuing entity will apply up to $[            ] of collections on the motor vehicle loans to purchase additional motor vehicle loans from the depositor. This amount represents [    ]% of the aggregate principal balance of the motor vehicle loans as of the [statistical] cutoff date. The additional motor vehicle loans will be required to meet the same eligibility criteria applicable to

S-6

the motor vehicle loans transferred to the issuing entity on the closing date[, except that [state any different eligibility criteria for the additional motor vehicle loans.]

The Notes

Form

The [offered] notes will be issued in book-entry form through DTC, Clearstream and Euroclear in minimum denominations of $[100,000] and integral multiples of $[1,000] in excess thereof. Definitive notes will be issued only under limited circumstances.

Payment Dates

The issuing entity will pay interest and principal on the notes on the     th day of each month unless the     th day is not a business day, in which case the payment will be made on the following business day. The first payment date is                 , 20    .

Record Dates

On each payment date, the issuing entity will pay interest and principal to the holders of the notes as of the related record date. The record date for the notes will be the day before the payment date. If definitive notes are issued, the record date will be the last day of the month before the payment date.

Interest Rates

On each payment date, the issuing entity will pay interest on each class of notes at the following per annum rates:

Class	Interest Rate
[A-1]	[	]
[A-2]	[	]
[A-3]	[	]
[A-4]	[	]

Interest Accrual

[Class [A-1] Notes [and Class [A-    ] Notes] . “Actual/360”, accrued from the prior payment date (or the closing date, in the case of the first payment date) to and excluding the current payment date.]

[Class [A-2] Notes, Class [A-3] Notes and Class [A-4] Notes.] “30/360”, accrued from the     th day of the previous month (or the closing date, in the case of the first payment date) to and excluding the     th day of the current month.

This means that, if there are no outstanding shortfalls in the payment of interest, the interest due on each payment date will be the product of:

• the outstanding principal balance,

• the interest rate [and]

• [in the case of the Class [A-1] notes [and the Class [A-    ] notes], the actual number of days in the accrual period divided by 360, and]

• [in the case of the Class [A-2] notes, the Class [A-3] notes and the Class [A-4] notes,] 30 (or in the case of the first payment date,     ) divided by 360.

S-7

Interest on any note that is not paid on a payment date will be due on the next payment date, together with interest on that amount at the applicable interest rate, to the extent lawful.

For a more detailed description of the payment of interest on the notes, refer to the section of this prospectus supplement entitled “The Notes—Payments of Interest.”

Principal Payments

The issuing entity will pay principal in respect of the securities on each payment date in an amount generally equal to the lesser of

• the amount available to the issuing entity to pay principal in respect of the securities on that payment date and

• a target principal distribution amount equal to the amount by which

• the sum of the outstanding principal balance of the notes and the certificate balance of the certificates on the prior payment date

exceeds

• the aggregate principal balance of the motor vehicle loans for that payment date less [the sum of (i) the yield supplement overcollateralization amount for that payment date and (ii)] the target overcollateralization amount for that payment date.

The issuing entity will pay the principal of the notes on each payment date in an amount generally equal to the lesser of

• the amount available to the issuing entity to pay principal on the notes on that payment date and

• the amount by which the outstanding principal balance of the notes on the prior payment date exceeds the lesser of:

• the sum of (i) [    ]% of [the amount by which] the aggregate principal balance of the motor vehicle loans for that payment date [exceeds the yield supplement overcollateralization amount for that payment date] and (ii) the amount required to be on deposit in the reserve account on that payment date

and

• the aggregate principal balance of the motor vehicle loans for that payment date less [the sum of (i) the yield supplement overcollateralization amount for that payment date and (ii)] the target overcollateralization amount for that payment date.

For information on the amount of principal of the notes payable after the acceleration of the maturity of the notes following an event of default arising from a payment default, refer to the section of this prospectus supplement entitled “Payments and Distributions—Priority of Payments and Distributions—After Acceleration of the Notes Following a Payment Default.”

Application of Principal Prior to Acceleration of the Notes. The issuing entity will pay the principal of the notes of each class sequentially starting with the earliest maturing class of notes then outstanding until that class is paid in full.

Application of Principal After Acceleration of the Notes. After an acceleration of the maturity of the notes following an event of default, the issuing entity will pay the principal [amount of the Class A-1 notes until the Class A-1 notes have been paid in full and then pay the principal] of the [remaining classes of] notes ratably, based upon the outstanding principal amount of each [such] class of notes.

S-8

The issuing entity is required to pay the entire outstanding principal amount of each class of notes, to the extent not previously paid, on the following final scheduled payment dates:

Class	Final Scheduled Payment Dates
[A-1]	[	]
[A-2]	[	]
[A-3]	[	]
[A-4]	[	]

The issuing entity expects that each class of notes will be paid in full earlier than its final scheduled payment date.

For a more detailed description of the payment of principal on the notes, refer to the section of this prospectus supplement entitled “The Notes—Payments of Principal.”

Prepayment

The issuing entity will prepay the Class [A-4] notes in full if the servicer exercises its option to purchase the motor vehicle loans.

For a more detailed description of the servicer’s option to purchase the motor vehicle loans, refer to the section of this prospectus supplement entitled “Transfer and Servicing Agreements—Servicer Purchase Option.”

Events of Default

The occurrence of any of the following events will be an event of default under the indenture:

• a default for [    ] days or more in the payment of any interest on any of the notes,

• a default in the payment of the principal of or any installment of the principal of any note when it becomes due and payable,

• a default in the observance or performance of any other covenant or agreement of the issuing entity made in the indenture which default materially and adversely affects the rights of the holders of the notes and which default continues for a period of 30 days after written notice of the default is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of at least 25% in principal amount of the notes, or for such longer period, not to exceed 90 days, as may be reasonably necessary to remedy the default, provided that the default is capable of being remedied within 90 days or less, or

• certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity.

The amount of principal due and payable to the holders of a class of notes under the indenture until the final scheduled payment date for that class of notes will generally be limited to amounts available to pay the principal of the notes. Thus, the failure to pay principal on a class of notes on any payment date generally will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes.

After an event of default, the indenture trustee and the noteholders would have various rights and remedies, including the right to accelerate the maturity of the notes and to force a sale of the motor vehicle loans. These remedies would be exercised collectively and involve voting requirements. For a description of these provisions of the indenture, refer to the section of the prospectus entitled “The Indenture—Events of Default—Noteholder Rights Upon Event of Default.”

S-9

The Certificates

Form

The certificates will be issued [in book-entry form through DTC] in minimum denominations of $[100,000] and integral multiples of $[1,000] in excess thereof. [Definitive certificates will be issued only under limited circumstances.]

Payment Dates

The issuing entity will make distributions of interest and principal in respect of the certificates on the     th day of each month unless the     th day is not a business day, in which case the distribution will be made on the following business day. The first payment date is                  , 20    .

Record Dates

On each payment date, the issuing entity will distribute interest and principal to the holders of the certificates as of the related record date. The record date for the certificates will be the day before the payment date. If definitive certificates are issued, the record date will be the last day of the month before the payment date.

Pass-Through Rate

On each payment date, the issuing entity will distribute interest in respect of the certificates at the pass-through rate of [            ]% per annum.

Interest Accrual

“30/360”, accrued from the     th day of the previous month (or the closing date, in the case of the first payment date) to and excluding the     th day of the current month.

The issuing entity will not make distributions of interest in respect of the certificates after the acceleration of the maturity of the notes following an event of default arising from a payment default until the notes are paid in full.

Interest in respect of the certificates that is not paid on a payment date will be due on the next payment date, together with interest on that amount at the pass-through rate, to the extent lawful.

Principal Distributions

The issuing entity will distribute principal in respect of the certificates on each payment date in an amount generally equal to the lesser of

• the amount available to the issuing entity to make distributions of principal in respect of the certificates and

• the portion of the target principal distribution amount for that payment date that is not payable as principal to the holders of the notes.

No principal will be distributable in respect of the certificates until the first payment date on which the amount of the credit enhancement for the notes is at least equal to [    ]% of [the difference of] the aggregate principal balance of the motor vehicle loans for that payment date [minus the yield supplement overcollateralization amount for that payment date]. The amount of the credit enhancement for the notes on any

S-10

payment date will equal the sum of the amount on deposit in the reserve account on that payment date and the amount by which the aggregate principal balance of the motor vehicle loans for that payment date [less the yield supplement overcollateralization amount for that payment date] exceeds the outstanding principal balance of the notes on the prior payment date.

The issuing entity is expected to reduce the outstanding certificate balance to zero no later than [            ], the final scheduled payment date for the certificates.

Prepayment

The issuing entity will reduce the outstanding certificate balance to zero if the servicer exercises its option to purchase the motor vehicle loans.

For a more detailed description of the servicer’s option to purchase the motor vehicle loans, refer to the section of this prospectus supplement entitled “Transfer and Servicing Agreements—Servicer Purchase Option.”

Priority of Payments

From available collections on the motor vehicle loans received during the prior calendar month and any amounts withdrawn from the reserve account [and/or the yield supplement account], the issuing entity will pay the following amounts on each payment date in the following order of priority:

• Servicing Fee—the servicing fee payable to the servicer,

• Administration Fee—the administration fee payable to the administrator,

• [Fixed Payment—fixed payment payable to the swap counterparty],

• Note Interest [and Termination Payments]— [on a pro rata basis], interest payable on the notes, ratably to the holders of each class of notes [and any termination payment payable to the swap counterparty],

• First Priority Principal Distribution Amount—to the principal distribution subaccount for distribution to the holders of the notes, an amount, if any, generally equal to the excess of the outstanding principal balance of the notes on the prior payment date over the aggregate principal balance of the motor vehicle loans for that payment date [less the yield supplement overcollateralization amount for that payment date],

• Certificate Interest—interest distributable in respect of the certificates, to the holders of the certificates; provided that, if the maturity of the notes has been accelerated following an event of default arising from a payment default, interest will not be distributed to the holders of the certificates until the notes are paid in full,

• Second Priority Principal Distribution Amount—to the principal distribution subaccount for distribution to the holders of the securities, an amount, if any, generally equal to the excess of the sum of the outstanding principal balance of the notes and the certificate balance of the certificates on the prior payment date over the aggregate principal balance of the motor vehicle loans for that payment date [less the yield supplement overcollateralization amount for that payment date] (reduced by any amounts deposited in the principal distribution subaccount on that payment date on account of the first priority principal distribution amount),

• Reserve Account—to the reserve account, the amount, if any, needed to bring the amount on deposit in the reserve account up to the required amount,

• Regular Principal Distribution Amount—to the principal distribution subaccount for distribution to the holders of the securities, an amount equal to the target principal distribution amount for that payment date (reduced by any amounts deposited in the principal distribution subaccount on that payment date on

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account of the first priority principal distribution amount and the second priority principal distribution amount), and

• Distribution On Class R Certificate—to the holder of the Class R certificate, any remaining amount.

For a more detailed description of the priority of payments, refer to the section of this prospectus supplement entitled “Payments and Distributions.”

Servicing Fee

The issuing entity will pay the servicer a servicing fee for each month on the following payment date equal to

•  ¹/12 of [            ]% of the aggregate principal balance of the motor vehicle loans at the end of the month immediately preceding that month (or, in the case of the first payment date, [    ] multiplied by [            ] of [            ]% of the aggregate principal balance of the motor vehicle loans as of the cutoff date),

• all late fees, prepayment charges and other administrative fees and expenses, if any, collected during that month and

• all investment earnings on funds deposited into the collection account during that month.

On each payment date, the servicer will receive its servicing fee out of available funds prior to the payment of any other expenses of the issuing entity and prior to any payments on the securities.

Administration Fee

The issuing entity will pay the administrator an administration fee of $[            ] per month payable on the following payment date. On each payment date, the administrator will receive its administration fee out of available funds after payment of the servicing fee but prior to the payment of any other expenses of the issuing entity prior to any payments on the securities.

Credit Enhancement

Losses on the motor vehicle loans and other shortfalls of cash flow will be covered by

• excess payments on other motor vehicle loans,

• withdrawals from the reserve account, and

• allocations of available funds to

• the payment of interest on the notes and the first priority principal distribution amount before the distribution of interest in respect of the certificates,

• the payment of certain amounts of principal of the notes before the distribution of principal in respect of the certificates as described in this prospectus supplement, and

• after the maturity of the notes has been accelerated following an event of default arising from a payment default, the payment of principal of the notes before the distribution of interest in respect of the certificates.

If the credit enhancement is not sufficient to cover all amounts payable on the notes and distributable in respect of the certificates, the losses will be allocated first to the certificates and then to the notes of all classes on a pro rata basis.

Overcollateralization

Overcollateralization is the amount by which (i) the aggregate principal balance of the motor vehicle loans [minus the yield supplement overcollateralization amount] exceeds (ii) the sum of the outstanding principal

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balance of the notes and the certificate balance of the certificates. The initial overcollateralization amount will equal $[            ]. Overcollateralization is intended to absorb losses on the motor vehicle loans that the holders of the securities would otherwise incur.

On each payment date, collections in excess of the amount needed by the issuing entity to pay the servicing fee, the administration fee, [the fixed payment payable to the swap counterparty,] the interest payable on the notes[, any termination payment payable to the swap counterparty] and the interest distributable in respect of the certificates, to deposit the first priority principal distribution amount and the second priority principal distribution amount into the principal distribution subaccount and to deposit the amount, if any, needed to bring the amount on deposit in the reserve account up to the required amount will be distributed in reduction of the principal amount of the securities until the overcollateralization amount is equal to the target overcollateralization amount for that payment date.

The target overcollateralization amount for any payment date will equal the greater of (x) the amount, if any, by which [            ]% of [the difference of] the aggregate principal balance of the motor vehicle loans for that payment date [minus the yield supplement overcollateralization amount for that payment date] exceeds the amount required to be on deposit in the reserve account on that payment date and (y) [            ]% of [the difference of] the aggregate principal balance of the motor vehicle loans as of the cutoff date [minus the yield supplement overcollateralization amount for the closing date].

Reserve Account

On the closing date, the issuing entity will deposit an amount equal to [            ]% of the aggregate principal balance of the motor vehicle loans as of the cutoff date [minus the yield supplement overcollateralization amount for the closing date] in the reserve account.

On each payment date, if collections on the motor vehicle loans [and amounts withdrawn from the yield supplement account] are insufficient to pay the servicing fee, the administration fee, [the fixed payment payable to the swap counterparty,] the interest payable on the notes[, any termination payment payable to the swap counterparty] and the interest distributable in respect of the certificates and to deposit the first priority principal distribution amount and the second priority principal distribution amount into the principal distribution subaccount, the indenture trustee will withdraw available funds from the reserve account to pay such amounts or make such deposits. The first priority principal distribution amount will include the amount needed to pay the outstanding principal amount of the notes of any class on the scheduled final payment date for such class. The second priority principal distribution amount will include the amount needed to reduce the certificate balance of the certificates to zero on the scheduled final distribution date for the certificates.

Generally, the balance required to be on deposit in the reserve account on each payment date will be [the lesser of (i) $[            ] (or [            ]% of [the difference of] the aggregate principal balance of the motor vehicle loans as of the cutoff date [minus the yield supplement overcollateralization amount for the closing date]) and (ii) the sum of the outstanding principal balance of the notes and the certificate balance of the certificates on the prior payment date] [the greater of (i) [            ]% of the aggregate principal balance of the motor vehicle loans for that payment date [minus the yield supplement overcollateralization amount for that payment date] and (ii) [            ]% of the aggregate principal balance of the motor vehicle loans as of the cutoff date [minus the yield supplement overcollateralization amount for the closing date], provided, that the balance required to be on deposit in the reserve fund pursuant to clause (i) will be calculated using [            ]% if [describe applicable pool performance criteria].

If the depositor desires to reduce the balance required to be on deposit in the reserve account to a lesser amount and the rating agencies confirm that such reduction in the required balance will not adversely affect the ratings of any of the notes or the certificates, the depositor will reduce its required balance in the reserve account to a lesser amount.

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On each payment date, the issuing entity will deposit into the reserve account the amount, if any, needed to bring the amount on deposit in the reserve account up to the required amount if and to the extent of any funds available for that purpose as described in the section of this prospectus supplement entitled “Payments and Distributions—Priority of Payments and Distributions.”

On each payment date, the issuing entity will distribute to the holder of the Class R certificate funds on deposit in the reserve account in excess of the required balance. On each payment date, the holder of the Class R certificate will be entitled to receive all investment earnings on funds on deposit in the reserve account earned since the prior payment date.

For a more detailed description of the deposits to and withdrawals from the reserve account, refer to the section of this prospectus supplement entitled “Credit Enhancement—Reserve Account.”

[Third Party Credit Enhancement

If the issuing entity has the benefit of credit enhancement from a third party, this paragraph will briefly summarize how such credit enhancement works.]

[Yield Enhancement

Interest shortfalls on the motor vehicle loans will be covered by [withdrawals from the yield supplement account] [the yield supplement overcollateralization amount].

[Yield Supplement Account

On the closing date, the issuing entity will deposit $             in the yield supplement account. That amount is the aggregate amount that is estimated to be required to be withdrawn from the yield supplement account on payment dates in accordance with the provisions described in the following paragraph. No additional deposits will be made to the yield supplement account after the closing date.

On or before each payment date, the indenture trustee will withdraw from funds on deposit in the yield supplement account and deposit in the collection account the aggregate amount by which (1) one month’s interest on the principal balance of each applicable motor vehicle loan (other than a motor vehicle loan designated as a “defaulted receivable”) at the required minimum rate per annum exceeds (2) one month’s interest on the principal balance of that motor vehicle loan at the annual contract rate of that motor vehicle loan. The required minimum rate per annum will generally be equal to the sum of the servicing fee rate of [            ]% per annum and the time weighted average rate per annum at which interest will accrue on the notes and the certificates, assuming the motor vehicle loans prepay at an ABS percentage of [            ]%.

For a more detailed description of the withdrawals from the yield supplement account, refer to the section of this prospectus supplement entitled “Yield Enhancement—Yield Supplement Account—Withdrawals from Yield Supplement Account.”]

[Yield Supplement Overcollateralization Amount

On the closing date, there will be an additional amount of motor vehicle loans in the amount of $[            ] representing the yield supplement overcollateralization amount. The yield supplement overcollateralization amount is intended to compensate for the low annual contract rates of interest on some of the motor vehicle loans.

The yield supplement overcollateralization amount for each payment date will decline. The yield supplement overcollateralization amount for each payment date is set forth on the schedule on page S-[    ] of this prospectus supplement. The yield supplement overcollateralization amount has been calculated for each payment

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date as the sum of the amount for each motor vehicle loan equal to the excess, if any, of (x) the scheduled payments due on that motor vehicle loan for each future collection period discounted to present value as of the end of the preceding collection period at the annual contract rate of that motor vehicle loan over (y) the scheduled payments due on that motor vehicle loan for each future collection period discounted to present value as of the end of the preceding collection period at a discount rate equal to the greater of the annual contract rate of that motor vehicle loan and [            ]%. Future scheduled payments on each motor vehicle loan were assumed to be made on their scheduled due dates without any delay, defaults or prepayments.

For a more detailed description of the yield supplement overcollateralization amount, refer to the section of this prospectus supplement entitled “Yield Enhancement—Yield Supplement Overcollateralization Amount.”] ]

Tax Status

Simpson Thacher & Bartlett LLP, special counsel to the depositor, will deliver its opinion that for U.S. federal income tax purposes:

• the notes will be characterized as debt and

• the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

By purchasing a note, you will agree to treat your note as indebtedness for all U.S. federal, state and local income tax purposes.

By purchasing a certificate, you will agree to treat the issuing entity as a partnership in which the certificateholders are partners for federal, state and local income tax purposes.

For a more detailed discussion of tax matters, refer to the section of the prospectus entitled “Material Federal Income Tax Consequences.”

Tax-Related Investment Restrictions on Certificates

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 Internal Revenue Code and any transfer of a certificate to a person that is not a U.S. person shall be void. Purchasers of certificates and their assignees will be deemed to represent that they are eligible to purchase the certificates.

Employee Benefit Plan Considerations

The notes are generally eligible for purchase by or on behalf of employee benefit plans and other similar retirement plans and arrangements that are subject to ERISA, Section 4975 of the tax code or any similar laws or regulations, and by entities whose underlying assets are considered to include the assets of such plans and arrangements, provided certain conditions are satisfied.

The certificates may also be purchased by or on behalf of such plans, arrangements and entities if certain conditions are satisfied. However, any fiduciary of such a plan, arrangement or entity that is considering an investment in the certificates should consult with counsel concerning the consequences of such a purchase, including the treatment of income in respect of the certificates as unrelated business taxable income to a tax-exempt investor. For more information refer to the sections entitled “Employee Benefit Plan Considerations” of this prospectus supplement and the prospectus.

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Ratings of the Securities

It is a condition to the offering of the securities that each class of notes and the certificates receive at least the following ratings from [Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,] [Moody’s Investors Service, Inc.], and [Fitch Ratings]:

Class	[Standard & Poor’s]	[Moody’s]	[Fitch]
[A-1]
[A-2]
[A-3]
[A-4]
Certificates

A rating is not a recommendation to purchase, hold or sell the securities, inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings of the securities are an assessment by the applicable rating agencies of the likelihood that interest on the securities will be paid on a timely basis and that the principal of the securities will be paid in full by their final scheduled payment dates. The ratings do not consider to what extent the securities will be subject to prepayment or that the principal of the securities will be paid prior to their final scheduled payment dates. We have requested that each rating agency maintain ongoing surveillance of its ratings assigned to the securities. However, we cannot assure you that a rating agency will continue its surveillance of the ratings of the securities or that any of these ratings will not be lowered or withdrawn by the related rating agency.

[Legal Investment

The Class [A-1] notes will be eligible securities for purchase by money market funds under paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940, as amended.]

Investor Information—Mailing Address and Telephone Number

The mailing address of the principal executive offices of JPMorgan Chase Bank, National Association is 1111 Polaris Parkway, Columbus, Ohio 43240. Its telephone number is (800) 992-7169.

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Risk Factors

You should consider the following risk factors and the risk factors described on page [    ] of the prospectus in deciding whether to purchase any of the securities.

Holders of certificates are subject to greater credit risks because distributions in respect of the certificates are subordinate to payments on the notes.

The certificates bear greater credit risk than the notes because distributions of principal in respect of the certificates are subordinated to the payment of principal of the notes as described in this prospectus supplement and distributions of interest in respect of the certificates are subordinated to payment of interest on the notes and, after the acceleration of the maturity of the notes following an event of default arising from a payment default, no further distributions of principal or interest in respect of the certificates will be made until the notes are paid in full.

The subordination of the certificates means that the holders of the certificates are more likely to suffer the consequences of delinquent payments and defaults on the motor vehicle loans than the holders of the notes.

You may experience prepayments and losses on your securities after an event of default under the indenture.

An event of default under the indenture may result in losses on your notes or certificates if the motor vehicle loans are sold and the sale proceeds, together with any other assets of the issuing entity, are insufficient to pay the amounts owed on the notes and the certificates. In addition, if you receive your principal earlier than expected, you may not be able to reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on your securities.

Only the assets of the issuing entity are available to pay your securities.

The issuing entity will not have any source of funds other than the motor vehicle loans and the amounts on deposit in the reserve account [and the yield supplement account]. You must rely for repayment of your securities on payments on the motor vehicle loans and available amounts on deposit in the reserve account [and the yield supplement account]. Funds on deposit in the reserve account [and the yield supplement account] will be limited in amount. You may suffer a loss if the amount on deposit in the reserve account is exhausted and payments on the motor vehicle loans [and amounts withdrawn from the yield supplement account] are insufficient to make payments on the notes and the certificates.

The securities will not be insured or guaranteed by JPMorgan Chase or any of its affiliates and are not obligations of or interests in JPMorgan Chase or any of its affiliates.

Geographic concentration of motor vehicle loans may result in more risk to you.

If adverse events or economic conditions were particularly severe in a geographic region where there is substantial concentration of obligors, the amount of delinquent payments and defaulted receivables may increase. As a result, the overall timing and amount of collections on the motor vehicle loans may differ from what you expect, and you may experience delays or reductions in payments on your securities.

The following are the approximate percentages of the aggregate principal balance of the motor vehicle loans as of the [statistical] cutoff date of the motor vehicle loans whose primary obligors are located in the following states:

[insert states]

None of the remaining states accounted for more than 5% of the aggregate principal balance of the motor vehicle loans as of the [statistical] cutoff date.

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The absence of an existing market for the securities may limit your ability to resell the securities.

There is currently no existing market for the securities. The underwriters currently intend to make a market in the securities, but none of them is under any obligation to do so. We cannot assure you that a secondary market will develop or, if a secondary market does develop, that it will provide you with liquidity of investment or that it will continue for the life of the securities.

[The ratings on the securities are dependent on the creditworthiness of [the third party credit enhancer].]

The ratings of the securities will depend primarily on the creditworthiness of [the third party credit enhancer]. If its ratings were to be reduced, there is a significant risk that the ratings assigned to the securities would be reduced.]

[You may suffer losses as a result of the interest rate swap agreement.]

The issuing entity will enter into an interest rate swap agreement because the motor vehicle loans bear interest at fixed rates while the Class [    ] notes will bear interest at a floating rate. The issuing entity may use payments made by the swap counterparty to make interest payments on the securities.

The issuing entity may be dependent on receiving payments from the swap counterparty in order to make interest payments on the securities without using amounts that would otherwise be paid as principal on the notes or in respect of the certificates. If the swap counterparty fails to make a required payment under the interest rate swap agreement, you may experience delays and/or reductions in the interest and principal payments on your securities.

The swap counterparty’s claim for a fixed payment under the interest rate swap agreement will be higher in priority than all payments on the securities. The swap counterparty’s claim for termination payments will be at the same priority as interest on the notes. If a payment under the interest rate swap agreement is due to the swap counterparty on a payment date and there are insufficient collections on the motor vehicle loans and insufficient funds on deposit in the reserve account to make payments of interest and in respect of principal on the securities after making that payment you may experience delays and/or reductions in the interest and principal payments on your securities.

The interest rate swap agreement generally may not be terminated except [described termination events and events of default]. Depending on the reason for the termination, a termination payment may be due to the issuing entity or to the swap counterparty. Any such termination payment could be substantial. If the swap counterparty fails to make a termination payment owed to the issuing entity under the interest rate swap agreement, the issuing entity may not be able to enter into a replacement interest rate swap agreement. If this occurs, the amount available to pay principal of and interest on the securities will be reduced to the extent the interest rate on the Class [__] notes exceeds the fixed rate the issuing entity would have been required to pay the swap counterparty under the interest rate swap agreement. If the interest rate swap agreement is terminated and no replacement is entered into and collections on the motor vehicle loans and funds on deposit in the reserve account are insufficient to make payments of interest and principal on your securities, you may experience delays and/or reductions in the interest and principal payments on your securities.]

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The Issuing Entity

General

Chase Auto Owner Trust 20    -     is a statutory trust formed under the laws of the State of Delaware by a trust agreement, as amended and restated as of the closing date, between JPMorgan Chase and [name of owner trustee], as owner trustee.

The issuing entity’s principal offices are in Delaware at the address listed below under “Trustees—Owner Trustee.” The fiscal year of the issuing entity will be the calendar year.

Capitalization of the Issuing Entity

The issuing entity will be capitalized by the issuance of the notes, the certificates and the Class R certificate and a cash capital contribution of $             by the depositor, [$             of] which will be deposited by the issuing entity into the reserve account [and $             of which will be deposited by the issuing entity into the yield supplement account]. The certificate balance[,] [and] the reserve account [and the yield supplement account] represent the equity in the issuing entity. The issuing entity will issue the Class R certificate [and the Class [    ] notes] to the depositor and the [Class A-    ] notes and certificates to the order of the depositor in exchange for the depositor’s cash contribution and the depositor’s transfer of the motor vehicle loans and related property to the issuing entity. The Class R certificate does not have a principal balance nor does it accrue interest. The [Class [    ] notes and the] Class R certificate [are] [is] not being offered for sale pursuant to this prospectus supplement. The depositor will be prohibited from selling or otherwise transferring the Class R certificate (or any interest in the Class R certificate) except to an affiliate of the depositor.

The issuing entity will not issue any other debt other than the notes or issue any securities other than the notes and the certificates. [The issuing entity will have liabilities under the interest rate swap agreement.]

The following table illustrates the capitalization of the issuing entity as of the cutoff date, as if the issuance and sale of the notes and the certificates had taken place on that date:

Class [A-1] Notes	$
Class [A-2] Notes
Class [A-3] Notes
Class [A-4] Notes
Certificates
Class R Certificate
Total	$

Issuing Entity Property

The issuing entity property will include a pool of motor vehicle loans and all monies received on the motor vehicle loans on and after the cutoff date. The motor vehicle loans are motor vehicle retail installment sales contracts and purchase money notes and other notes relating to new or used automobiles or light-duty trucks. [The issuing entity property will also include [subsequent] [additional] motor vehicle loans acquired by the issuing entity after the closing date. For more information about the motor vehicle loans to be acquired after the closing date, refer to the section of this prospectus supplement entitled “The Motor Vehicle Loans—[Pre-Funding Account and Subsequent Motor Vehicle Loans] [Purchase of Additional Motor Vehicle Loans].”]

The issuing entity property will also include:

• amounts held from time to time in the reserve account[, the yield supplement account] and other accounts maintained for the issuing entity,

• security interests in the financed vehicles,

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• rights to proceeds from the exercise of the depositor’s recourse rights against dealers,

• rights to proceeds from claims on theft and physical damage, credit life and credit disability insurance policies covering the vehicles financed by the motor vehicle loans or the obligors of the motor vehicle loans,

• repossessed financed vehicles and

• any and all proceeds of the above items.

The issuing entity will pledge its property to the indenture trustee to secure payment of the notes. The issuing entity will not acquire any other property.

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Trustees

Owner Trustee

[Name of owner trustee] will be the owner trustee under the trust agreement. [Name of owner trustee] is a [                    ] and its principal offices are located at [                    ], telephone [            ]. [            ] has served as owner trustee in numerous asset-backed securities transactions involving auto receivables. The owner trustee will appoint JPMorgan Chase as authenticating agent, certificate registrar and paying agent under the trust agreement. The depositor and its affiliates may maintain normal commercial banking relations with the owner trustee and its affiliates.

For a description of the owner trustee’s duties and responsibilities under the trust agreement, refer to the section of the prospectus entitled “The Issuing Entities—The Owner Trustee.”

Indenture Trustee

[                    ] will be the indenture trustee under the indenture. [                    ] is a[                    ]. Its corporate trust office is located at [                    ]. [                ] has provided corporate trust services since [                ]. As of [December 31, 2005], [            ] was acting as trustee on more than [    ] series of prime auto loan receivables backed securities with an original aggregate principal balance of approximately $[    ] billion. The indenture trustee will appoint JPMorgan Chase as authenticating agent, note registrar and paying agent under the indenture. The depositor and its affiliates may maintain normal commercial banking relations with the indenture trustee and its affiliates.

For a description of the indenture trustee’s duties and responsibilities under the indenture, refer to the section of the prospectus entitled “The Indenture—The Indenture Trustee.”

Sponsor, [Originator,] Depositor. Servicer and Administrator

JPMorgan Chase is the sponsor of the securitization and is primarily responsible for structuring the issuing entity and the securitization of the motor vehicle loans. [The motor vehicle loans were originated by JPMorgan Chase.] JPMorgan Chase will be the only party responsible for all servicing functions, including acting as paying agent. Information regarding JPMorgan Chase as sponsor[, originator] and depositor is set forth in the section of the prospectus entitled “JPMorgan Chase.” Information regarding JPMorgan Chase as servicer is set forth in the section of the prospectus entitled “Servicing” and information regarding JPMorgan Chase as administrator is set forth in the section of the prospectus entitled “The Trusts—Management and Administration.”

Subservicer

JPMorgan Chase will perform its obligations as servicer under the sale and servicing agreement through its wholly-owned subsidiary, Chase Auto Finance Corp. The servicer will remain liable for those obligations as if it alone were servicing the motor vehicle loans. Chase Auto Finance is organized as a corporation under the laws of the State of Delaware. Information regarding the subservicer is set forth in the section of the prospectus entitled “Servicing—Chase Auto Finance.”

[The Swap Counterparty]

[Name of swap counterparty] is the swap counterparty. It is organized as a [            ] under the laws of [            ]. [To be inserted: description of the general character of the business of the swap counterparty]. [The long-term credit rating assigned to the swap counterparty by [            ] is currently “[            ]” and by [            ] is currently “[            ]”. Upon the occurrence of an event of default or termination event specified in the interest rate swap agreement, the interest rate swap agreement may be replaced with a replacement interest rate swap. [Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage in respect of the interest rate swap is less than 10%].]

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[Third Party Credit Enhancer]

[Name of third party credit enhancer] is the [                    ]. It is organized as a [            ] under the laws of [            ]. [To be inserted: description of the general character of the business of the third party credit enhancer and the terms of the arrangement with the third party credit enhancer. If the third party credit enhancer is liable or contingently liable to provide more than 10%/20% of cash flow, include appropriate financial data/statements as appropriate. ]

Affiliations and Certain Relationships and Related Transactions

JPMorgan Chase, as sponsor and depositor, created the issuing entity. JPMorgan Chase is also the servicer [,originator] and the administrator. [Additionally, J.P. Morgan Securities Inc., an underwriter of the notes and the certificates, is an affiliate of JPMorgan Chase.] The owner trustee and the indenture trustee are banking corporations that the sponsor and its affiliates may have other banking relationships with directly or with their affiliates in the ordinary course of their businesses. In some instances the owner trustee and the indenture trustee may be acting in similar capacities for other asset-backed transactions of the sponsor for similar or other asset types. The owner trustee and the indenture trustee charge fees for their services and such fees are paid by the servicer and not out of the cash flows of the issuing entity. Funds on deposit in the collection account[, the yield supplement account] and the reserve account may be invested from time to time in investments acquired from or issued by the indenture trustee, the owner trustee, one or more of the underwriters or affiliates of the indenture trustee, the owner trustee or one or more of the underwriters.

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The Motor Vehicle Loans

Eligibility Criteria

The issuing entity will own a pool of motor vehicle loans consisting of retail installment sales contracts, purchase money notes and other notes secured by new and used automobiles and light-duty trucks. The motor vehicle loans were selected from the retail installment sales contracts, purchase money notes and other notes owned by JPMorgan Chase that satisfy certain criteria. We did not use any selection procedure that we believe to be materially adverse to you in selecting the motor vehicle loans to transfer to the issuing entity. [The motor vehicle loans were required to satisfy these criteria as of the statistical cutoff date and will be required to satisfy these criteria as of the cutoff date.] No expenses incurred in connection with the selection and acquisition of the motor vehicle loans will be payable from the proceeds of the issuance of the securities.

In addition to the criteria described in the section of the prospectus entitled “The Motor Vehicle Loans—General” these criteria include the requirement that each motor vehicle loan:

• has a remaining maturity, as of the [applicable] cutoff date, of at least      months and not more than      months,

• is secured by a new financed vehicle and had an original maturity of not less than      months and not more than      months or is secured by a used financed vehicle and had an original maturity of not less than      months and not more than      months,

• is a fully-amortizing fixed rate [simple interest] contract that provides for level scheduled monthly payments over its remaining term and has an annual contract rate of interest of not more than             % per annum,

• has a remaining principal balance, as of the [applicable] cutoff date, of not less than $             and not more than $            ,

• has no payment more than      days past due as of the [applicable] cutoff date,

• is not originated by or through a dealer located in the State of [name states], [and]

• unless originated by or through a dealer in the State of New York, is not a motor vehicle loan subject to a debt cancellation policy issued by JPMorgan Chase to the obligor that forgives the principal balance of the motor vehicle loan to the extent that the insurance proceeds in the event of a total loss of the financed vehicle are insufficient to repay the motor vehicle loan in full [and

• is a motor vehicle loan originated by a dealer under a dealer agreement with JPMorgan Chase].

Composition of the Motor Vehicle Loans

[The statistical information presented in this prospectus supplement on the motor vehicle loans to be transferred to the issuing entity on the closing date is presented as of the statistical cutoff date, which is             , 20    .

As of the statistical cutoff date, the motor vehicle loans had an aggregate principal balance of $            . As of the cutoff date, which is             , 20    , the motor vehicle loans are expected to have an aggregate principal balance of approximately $            .

The aggregate principal balance of the motor vehicle loans to be transferred to the issuing entity as of the cutoff date will be less than the aggregate principal balance of those motor vehicle loans as of the statistical cutoff date because of the amortization of those motor vehicle loans between the statistical cutoff date and the cutoff date. In addition, certain motor vehicle loans included in the statistical information may not be included in the motor vehicle loans transferred to the issuing entity on the closing date. Motor vehicle loans initially selected for transfer to the issuing entity will not be included if they do not satisfy the eligibility criteria as of the cutoff date. Motor vehicle loans may prepay in full between the statistical cutoff date and the cutoff date. In addition, JPMorgan Chase may delete certain of the motor vehicle loans from the final pool of motor vehicle loans

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transferred to the issuing entity and may select additional motor vehicle loans to be transferred to the issuing entity after the statistical cutoff date. As a result of these changes in the motor vehicle loans to be transferred to the issuing entity, the statistical distribution of the characteristics of the motor vehicle loans as of the cutoff date may vary from the statistical distribution of those characteristics as of the statistical cutoff date, although that variance will not be material.]

The motor vehicle loans were selected from JPMorgan Chase’s portfolio of retail installment sales contracts, purchase money notes and other notes secured by new and used automobile and light-duty trucks that met the above criteria. [For administrative reasons, JPMorgan Chase selected only from those motor vehicle loans in its portfolio that were posted to its servicing system since             , 20    , which were segregated and held for sale by JPMorgan Chase.]

As of the [statistical] cutoff date, approximately             % of the aggregate principal balance of the motor vehicle loans were secured by new vehicles and light-duty trucks, and approximately             % were secured by used vehicles and light duty trucks. [As of the [statistical] cutoff date, approximately             % of the aggregate principal amount of the motor vehicle loans were evidenced by electronic contracts.]

[As of the [statistical] cutoff date, approximately             % of the aggregate principal balance of the motor vehicle loans were originated under programs with automobile manufacturers under which the manufacturers make upfront payments to JPMorgan Chase in exchange for JPMorgan Chase’s originating motor vehicle loans with below-market annual contract rates of interest.]

The composition of the motor vehicle loans as of the [statistical] cutoff date[, which is             , 20    , was as follows:

Composition of the Motor Vehicle Loans

	New Financed Vehicles	Used Financed Vehicles	Total
Aggregate Principal Balance	$	$	$
Number of Motor Vehicle Loans
Average Principal Balance	$	$	$
Average Original Balance	$	$	$
Weighted Average Contract Rate	%	%	%
Contract Rate (Range)	% to             %	% to             %	% to             %
Weighted Average Original Term	months	months	months
Original Term (Range)	months to              months	months to              months	months to              months
Weighted Average Remaining Term	months	months	months
Remaining Term (Range)	months to              months	months to              months	months to              months
Weighted Average FICO® Score(1)
FICO Score (Range) (1)	to	to	to

⁽¹⁾ FICO scores are based on independent third party information, the accuracy of which cannot be verified by JPMorgan Chase. FICO scores should not necessarily be relied upon as a meaningful predictor of the performance of the motor vehicle loans.

The distribution by contract rate of the motor vehicle loans, the geographic distribution of the motor vehicle loans, the distribution by principal balance of the motor vehicle loans and the distribution by remaining term to maturity of the motor vehicle loans, in each case as of the [statistical] cutoff date, are set forth in the following tables.

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Distribution by Contract Rate of the Motor Vehicle Loans

[As of the Statistical Cutoff Date]

Contract Rate Range	Number of Motor Vehicle Loans	Principal Balance		Percent of Aggregate Principal Balance(1)
[0.00% to 0.99%			$		%
1.00% to 1.99%
2.00% to 2.99%
3.00% to 3.99%
4.00% to 4.99%
5.00% to 5.99%
6.00% to 6.49%
6.50% to 6.99%
7.00% to 7.49%
7.50% to 7.99%
8.00% to 8.49%
8.50% to 8.99%
9.00% to 9.49%
9.50% to 9.99%
10.00% to 10.49%
10.50% to 10.99%
11.00% to 11.49%
11.50% to 11.99%
12.00% to 12.49%
12.50% to 12.99%
13.00% to 13.49%
13.50% to 13.99%
14.00% to 14.49%
14.50% to 14.99%
15.00% to 15.49%
15.50% to 15.99%
16.00% to 16.49%
16.50% to 16.99%
17.00% to 17.49%
17.50% to 17.99%
18.00]%
Total		$			%

⁽¹⁾ Percentages may not add to 100.00% due to rounding.

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Geographic Distribution of the Motor Vehicle Loans⁽²⁾

[As of the Statistical Cutoff Date]

State	Number of Motor Vehicle Loans	Principal Balance		Percent of Aggregate Principal Balance(3)
Alaska			$		%
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Total:		$			%

⁽²⁾ Based on the billing address of the primary obligor of the motor vehicle loan.

⁽³⁾ Percentages may not add to 100.00% due to rounding.

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Distribution by Principal Balance of the Motor Vehicle Loans

[As of the Statistical Cutoff Date]

Principal Balance ($)	Number of Motor Vehicle Loans	Principal Balance	Percent of Aggregate Principal Balance(1)
0.01 to 5,000.00		$	%
5,000.01 to 10,000.00
10,000.01 to 15,000.00
15,000.01 to 20,000.00
20,000.01 to 25,000.00
25,000.01 to 30,000.00
30,000.01 to 35,000.00
35,000.01 to 40,000.00
40,000.01 to 45,000.00
45,000.01 to 50,000.00
50,000.01 to 55,000.00
55,000.01 to 60,000.00
60,000.01 to 65,000.00
65,000.01 to 70,000.00
70,000.01 to 75,000.00
75,000.01 to 80,000.00
80,000.01 to 85,000.00
85,000.01 to 90,000.00
90,000.01 to 95,000.00
95,000.01 to 100,000.00
[             to             ]
Total:		$	%

⁽¹⁾ Percentages may not add to 100.00% due to rounding.

Distribution by Remaining Term to Maturity of the Motor Vehicle Loans

[As of the Statistical Cutoff Date]

Remaining Term to Maturity (in months)	Number of Motor Vehicle Loans	Principal Balance	Percent of Aggregate Principal Balance(1)
1 to 12		$	%
13 to 24
25 to 36
37 to 48
49 to 60
61 to 72
[            ] to [            ]
Total:		$	%

⁽¹⁾ Percentages may not add to 100.00% due to rounding.

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[Pre-Funding Account and Subsequent Motor Vehicle Loans]

On the closing date, $[            ] will be deposited in a pre-funding account maintained with the indenture trustee. This amount represents [            ]% of the aggregate principal balance of the motor vehicle loans as of the [statistical] cutoff date plus the amount in the pre-funding account. During a funding period from the closing date to [            , 20    ], the issuing entity will use the funds in the pre-funding account to purchase motor vehicle loans from the depositor that are required to meet the same eligibility criteria as were applicable to the motor vehicle loans transferred to the issuing entity on the closing date[, except that [state any different eligibility criteria for subsequent motor vehicle loans]. Prior to being used to purchase subsequent motor vehicle loans, funds on deposit in the pre-funding account will be invested at the direction of the servicer in highly rated short-term securities. The indenture trustee acting at the direction of the servicer will have the authority to withdraw funds from the pre-funding account. The funding period will end on the earliest to occur of (i) [                , 20    ], (ii) the date on which the amount in the pre-funding account is less than $[            ] and (iii) the occurrence of an event of default under the indenture. On the payment date following the termination of the funding period, any remaining funds in the pre-funding account will be applied to pay principal of the notes and make distributions of principal in respect of the certificates.]

[Purchase of Additional Motor Vehicle Loans]

During the period from the closing date to [                , 20    ], the issuing entity will apply up to $[            ] of collections on the motor vehicle loans to purchase additional motor vehicle loans from the depositor. This amount represents [    ]% of the aggregate principal balance of the motor vehicle loans as of the [statistical] cutoff date. The additional motor vehicle loans will be required to meet the same eligibility criteria as were applicable to the motor vehicle loans transferred to the issuing entity on the closing date[, except that [state any different eligibility criteria for additional motor vehicle loans.]

Static Pool Data

Certain static pool data consisting of delinquency, cumulative loss and prepayment data for securitizations of motor vehicle loans originated by JPMorgan Chase or Chase USA is available online at www.[                ]. The static pool data information is presented for each pool of motor vehicle loans originated by JPMorgan Chase or Chase USA securitized during the last five years. The static pool data is not deemed part of this prospectus supplement or the registration statement of which this prospectus supplement is a part to the extent that the static pool data relates to prior securitized pools that were established before January 1, 2006. We cannot assure you that the prepayment, loss or delinquency experience of the motor vehicle loans sold to the issuing entity will be comparable to the historical prepayment, loss or delinquency experience of the motor vehicle loans included in any of these previously securitized pools. In this regard, you should note how the characteristics of the motor vehicle loans included in these previously securitized pools differ from the characteristics of the motor vehicle loans being transferred to the issuing entity. Such differences, along with the varying economic conditions applicable to the motor vehicle loans in these previously securitized pools, may make it unlikely that the motor vehicle loans in the issuing entity will perform in the same way that the motor vehicle loans in these previously securitized pools have performed.

Access to the information on the static pool website will be unrestricted and free of charge. The information described above will remain on the static pool website for a period of not less than five years. If a subsequent update or change is made to that information, the date of that update or change will be clearly indicated on the static pool website.

Delinquency and Loan Loss Information

The following tables set forth information with respect to delinquencies, loan losses and recoveries for the Chase Auto Portfolio as of the dates and for the periods indicated. [The portions of the Chase Auto Portfolio that provide for payments based on a variable rate of interest or that provide for a final scheduled payment that is

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greater than each scheduled monthly payment are included in the following tables, but the motor vehicle loans held by the issuing entity will not include those types of loans. We do not maintain separate records that distinguish among the delinquency and loan loss experience for fixed rate motor vehicle loans (such as the motor vehicle loans included in the issuing entity) and variable rate motor vehicle loans nor do we maintain records of the delinquency and loan loss experience that excludes motor vehicle loans with larger final scheduled payments. We believe that the delinquency and loan loss experience with respect to the types of motor vehicle loans included in the issuing entity is not materially different from the performance of the Chase Auto Portfolio set forth below.]

The data presented in the following tables are for illustrative purposes only. Over the periods shown the size of the Chase Auto Portfolio has increased and decreased as new motor vehicle loans were originated and existing motor vehicle loans were repaid or liquidated. The delinquency and loan loss percentages for a static pool of motor vehicle loans originated in any period would differ from the delinquency and loan loss percentages shown in the following tables. In addition, delinquency and loan loss experience may be influenced by a variety of economic, social and other factors. We cannot assure you that the delinquency and loan loss experience of the motor vehicle loans included in the issuing entity will be similar to the delinquency and loan loss levels set forth below.

Delinquency Experience

	As of December 31,
	2005					2004
	Dollars (000’s)			Number of Loans(5)		Dollars (000’s)			Number of Loans(5)
Outstanding Principal Amount	$	35,793,598			2,587,553	$	38,928,111		2,622,165
Delinquencies(1)(2)
30-59 Days	$	293,564			24,478	$	340,803		23,778
60-89 Days		78,222			6,991		87,220		7,369
90 Days or More		40,094			4,190		41,265		4,772
Total Delinquencies	$	411,880		$	35,659	$	469,288		35,919
Repossession Inventory		39,776			2,293		37,528		2,346
Total Delinquencies & Repossession Inventory	$	451,656			37,952	$	506,816		38,265
Delinquencies(1)(2)(3)
30-59		0.82	%				0.88	%
60-89		0.22	%				0.22	%
90 Days or More		0.11	%				0.11	%
Total Delinquencies(3)(4)		1.15	%				1.21	%
Repossession Inventory(3)		0.11	%				0.10	%
Total Delinquencies & Repossession Inventory(3)(4)		1.26	%				1.30	%

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	As of December 31,
	2003				2002				2001
	Dollars (000’s)			Number of Loans(5)	Dollars (000’s)			Number of Loans(5)	Dollars (000’s)			Number of Loans(5)
Outstanding Principal Amount	$	36,963,554		2,434,978	$	29,495,746		2,010,249	$	21,714,246		1,594,239
Delinquencies(1)(2)
30-59 Days	$	370,450		23,974	$	303,180		22,265	$	291,015		22,079
60-89 Days		98,120		8,035		91,864		7,695		87,256		7,758
90 Days or More		38,826		3,852		42,527		3,713		50,033		4,543
Total Delinquencies	$	507,396		35,861	$	437,571		33,673	$	428,304		34,380
Repossession Inventory		40,512		2,718		30,937		2,021		35,005		2,408
Total Delinquencies & Repossession Inventory	$	547,908		38,579	$	468,508		35,694	$	463,309		36,788
Delinquencies(1)(2)(3)
30-59 Days		1.00	%			1.03	%			1.34	%
60-89 Days		0.27	%			0.31	%			0.40	%
90 Days or More		0.11	%			0.14	%			0.23	%
Total Delinquencies(3)(4)		1.37	%			1.48	%			1.97	%
Repossession Inventory(3)		0.11	%			0.10	%			0.16	%
Total Delinquencies & Repossession Inventory(3)(4)		1.48	%			1.59	%			2.13	%

⁽¹⁾ Delinquencies include principal amounts and interest.

⁽²⁾ The period of delinquency is based on the number of days payments are contractually past due. An obligor is deemed delinquent if more than 10% of a scheduled monthly payment remains unpaid.

⁽³⁾ As a percent of outstanding principal in dollars.

⁽⁴⁾ Percentages representing Total Delinquencies and Total Delinquencies & Repossession Inventory may not equal the sum of their components due to rounding.

⁽⁵⁾ Number of delinquent loans is the average number of loans delinquent for the month preceding the date set forth above.

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Loan Loss Experience

(Dollars in 000’s)

	Year Ended December 31,
	2005			2004			2003			2002			2001
Number of Loans(1)		2,587,553			2,622,165			2,434,978			2,010,249			1,594,239
Period End Outstanding Principal Amount	$	35,793,598		$	38,928,111		$	36,963,554		$	29,495,746		$	21,714,246
Average Outstanding Principal Amount(2)	$	36,061,430		$	38,641,654		$	34,223,940		$	24,990,004		$	18,673,313
Number of Repossessions(3)		16,578			16,861			17,121			15,287			12,615
Number of Gross Charge-Offs		24,712			25,698			26,622			26,829			20,727
Gross Charge-Offs(4)	$	175,290		$	176,250		$	196,112		$	182,179		$	137,710
Gross Charge-Offs as a % of Period End Outstanding Principal Amount(4)		0.49	%		0.45	%		0.53	%		0.62	%		0.63	%
Gross Charge-Offs as a % of Average End Outstanding Principal Amount(4)		0.49	%		0.46	%		0.57	%		0.73	%		0.74	%
Recoveries(5)	$	(55,146	)	$	(45,590	)	$	(49,382	)	$	(44,139	)	$	(30,149	)
Net Charge-Offs(6)	$	120,144		$	130,660		$	146,730		$	138,040		$	107,561
Net Charge-Offs as a % of Period End Outstanding Principal Amount(6)		0.34	%		0.34	%		0.40	%		0.47	%		0.50	%
Net Charge-Offs as a % of Average Outstanding Principal Amount(6)		0.33	%		0.34	%		0.43	%		0.55	%		0.58	%

⁽¹⁾ Number of loans as of period end.

⁽²⁾ The average for each period presented was computed by taking a simple average of monthly average outstanding principal amounts for such period.

⁽³⁾ The number of repossessions excludes loans that have been subsequently reinstated.

⁽⁴⁾ Amount charged off is remaining principal balance less proceeds from sale of repossessed vehicles. Refer to the section of the prospectus entitled “Servicing—Servicing Procedures—Collection Procedures” for information concerning our charge-off policy.

⁽⁵⁾ Recoveries generally include amounts received with respect to loans previously charged-off, except for proceeds realized in connection with the sale of the repossessed vehicles.

⁽⁶⁾ Net Charge-Offs mean gross charge-offs minus recoveries of loans previously charged-off. Net Charge-Offs may not equal the difference of its components due to rounding.

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Use of Proceeds

The depositor will use the proceeds from the sale of the securities, after capitalizing the issuing entity by making the initial deposit into the reserve account [and the deposit into [the yield supplement account ] [pre-funding account]] and paying expenses, for general purposes.

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Weighted Average Life of the Securities

Maturity and Prepayment Considerations

Additional information regarding maturity and prepayment considerations with respect to the securities is provided in the section of the prospectus entitled “Weighted Average Life of the Securities.”

The rate of payment of principal of each class of notes and the certificates will depend on the rate of payment (including prepayments) of the principal of the motor vehicle loans. A higher than anticipated rate of prepayments will reduce the outstanding amounts of the securities faster than expected and reduce the anticipated aggregate interest payments on the securities. Noteholders and certificateholders alone will bear any reinvestment risks resulting from a faster or slower incidence of prepayment of motor vehicle loans as set forth in the priority of distributions in this prospectus supplement. Such reinvestment risks include the risk that interest rates may be lower at the time such holders receive payments from the issuing entity than interest rates would otherwise have been had such prepayments not been made or had such prepayments been made at a different time.

Noteholders and certificateholders should consider:

• in the case of notes or certificates purchased at a discount, the risk that a slower than anticipated rate of prepayments of motor vehicle loans could result in an actual yield that is less than the anticipated yield and

• in the case of notes or certificates purchased at a premium, the risk that a faster than anticipated rate of prepayments of motor vehicle loans could result in an actual yield that is less than the anticipated yield.

We cannot assure you that your securities will be repaid on the related final scheduled payment date. We expect that final payment of the notes and the final distribution in respect of the certificates will occur on or prior to the respective final scheduled payment date for such securities. However, we cannot assure you that sufficient funds will be available to pay each class of notes and the certificates on or prior to the respective final scheduled payment date for such securities. If sufficient funds are not available, final payment of the notes and the final distribution in respect of the certificates could occur later than such dates.

Obligors with higher contract rate motor vehicle loans may prepay at a faster rate than obligors with lower contract rate motor vehicle loans. Higher rates of prepayment of motor vehicle loans with higher contract rates may result in the issuing entity holding motor vehicle loans that will generate insufficient collections to cover delinquencies or charge-offs on the motor vehicle loans or to make current payments of interest on or principal of the notes and certificates. Similarly, higher rates of prepayments of motor vehicle loans with higher contract rates will decrease the amounts available to be deposited in the reserve fund, reducing the protection against losses and shortfalls afforded thereby to the notes and certificates.

Illustration of Effect of Prepayments of Motor Vehicle Loans on the Life of the Securities

The following information is given solely to illustrate the effect of prepayments of the motor vehicle loans on the weighted average life of the securities under the stated assumptions and is not a prediction of the prepayment rate that might actually be experienced by the motor vehicle loans.

Prepayments on motor vehicle loans can be measured relative to a prepayment standard or model. The model used in this prospectus supplement, the Absolute Prepayment Model (ABS), represents an assumed rate of prepayments each month relative to the original number of motor vehicle loans in a pool of receivables. ABS further assumes that all the motor vehicle loans are the same size and amortize at the same rate and that each motor vehicle loan in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of motor vehicle loans originally containing 10,000 motor vehicle loans, a 1% ABS rate means that 100 motor vehicle loans prepay each month. ABS does not purport to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayments of any pool of motor vehicle loans, including the motor vehicle loans held by the issuing entity.

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The tables (the ABS Tables) captioned “Percent of Initial Note Principal Amount at Various ABS Percentages” and “Percent of Initial Certificate Balance at Various ABS Percentages,” respectively, have been prepared on the basis of the characteristics of the motor vehicle loans held by the issuing entity. The ABS Tables assume that:

• the motor vehicle loans prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases,

• each scheduled monthly payment on the motor vehicle loans is scheduled to be made and is made on the last day of each month and each month has 30 days,

• payment on the notes and distributions on the certificates are made on each payment date (and each payment date is assumed to be the      day of the applicable month),

• no event of default occurs,

• interest accrues on the Class [A-1] notes at [            ]%, on the Class [A-2] notes at [            ]%, on the Class [A-3] notes at [            ]%, on the Class [A-4] notes at [            ]% and on the certificates at [            ]%,

• the hypothetical pools each have a cut-off date of                  , 20    ,

• the notes and certificates are issued on                  , 20    , and

• the servicer does not exercise its option to purchase the motor vehicle loans.

The ABS Tables set forth the percent of the initial principal amount of each class of notes and the percent of the initial certificate balance of the certificates that is projected to be outstanding after each of the payment dates shown at various constant ABS percentages and indicate the projected weighted average life of each class of notes and the certificates at each such ABS percentage.

The ABS Tables also assume that the motor vehicle loans have been aggregated into hypothetical pools with all of the motor vehicle loans within each such pool having the following characteristics and that the level scheduled monthly payment for each of the pools (which is based on the pool’s aggregate principal balance, weighted average contract rate of interest, weighted average original term to maturity and weighted average remaining term to maturity as of the [statistical] cutoff date) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

Pool	Aggregate Principal Balance	Contract Rate	Original Term To Maturity (In Months)	Remaining Term To Maturity (In Months)
1	$	%
2	$	%
3	$	%
4	$	%
5	$	%
6	$	%

The actual characteristics and performance of the motor vehicle loans will differ from the assumptions used in constructing the ABS Tables. 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 motor vehicle loans will prepay at a constant level of ABS until maturity or that all of the motor vehicle loans will prepay at the same level of ABS. Moreover, the diverse terms of motor vehicle loans within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Tables at the various constant percentages of ABS specified, even if the original and remaining terms to maturity of the motor vehicle loans are as assumed. Any difference between such assumptions and the actual characteristics and performance of the motor vehicle loans, or actual prepayment experience, will affect the

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percentages of initial amounts outstanding over time and the weighted average life of each class of notes and the certificates.

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class [A-1] Notes						Class [A-2] Notes
	Assumed ABS Percentage						Assumed ABS Percentage
Payment Dates	0.50%	1.00%	1.30%	1.50%	1.70%	2.00%	0.50%	1.00%	1.30%	1.50%	1.70%	2.00%
Closing Date
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
Weighted Average Life (years) (1)

⁽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 the note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount 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 motor vehicle loans which will differ from the actual characteristics and performance of the motor vehicle loans) and should be read in conjunction therewith.

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class [A-3] Notes						Class [A-4] Notes
	Assumed ABS Percentage(1)						Assumed ABS Percentage (1)
Payment Dates	0.50%	1.00%	1.30%	1.50%	1.70%	2.00%	0.50%	1.00%	1.30%	1.50%	1.70%	2.00%
Closing Date
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
Weighted Average Life (years)(2)
Weighted Average Life to Optional Clean-Up Call (years)(2), (3)
Optional Clean-Up Call Date

⁽¹⁾ An asterisk “*” means a percent of initial note principal balance of more than zero and less than 0.5%.

⁽²⁾ 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 the note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

⁽³⁾ This calculation assumes the servicer purchases the motor vehicle loans on the earliest payment date on which it is permitted to do so.

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The ABS Tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the motor vehicle loans which will differ from the actual characteristics and performance of the motor vehicle loans) and should be read in conjunction therewith.

Percent of Initial Certificate Balance at Various ABS Percentages

	Certificates
	Assumed ABS Percentage (1)
Payment Dates	0.50%	1.00%	1.30%	1.50%	1.70%	2.00%
Closing Date
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
, 200
Weighted Average Life (years) (2)
Weighted Average Life to Optional Clean-Up Call (years) (2), (3)
Optional Clean-Up Call Date

⁽¹⁾ An asterisk “*” means a percent of initial certificate balance of more than zero and less than 0.5%.

⁽²⁾ The weighted average life of a certificate is determined by (i) multiplying the amount of each principal payment of such certificate by the number of years from the date of the issuance of such certificate to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal balance of such certificate.

⁽³⁾ This calculation assumes the servicer purchases the motor vehicle loans on the earliest payment date on which it is permitted to do so.

The ABS tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the motor vehicle loans which will differ from the actual characteristics and performance of the motor vehicle loans) and should be read in conjunction therewith.

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The Notes

General

The issuing entity will issue the notes under an indenture between the issuing entity and [name of indenture trustee], as indenture trustee. The [offered] notes will be issued in book-entry form through DTC, Clearstream and Euroclear in minimum denominations of $[100,000] and integral multiples of $[1,000] in excess thereof. Definitive notes will be issued only under limited circumstances.

The issuing entity will pay interest and principal on the notes on the     th day of each month unless the     th day is not a business day, in which case the payment will be made on the following business day. The first payment date is                  , 20    . The issuing entity will pay interest and principal to the holders of the notes as of the related record date. The record date for the notes will be the day before the payment date. If definitive notes are issued, the record date will be the last day of the month before the payment date.

We will file a copy of the indenture in its execution form with the SEC after the issuing entity issues the notes. We summarize below some of the most important terms of the notes. This summary is not a complete description of all the provisions of the notes and the indenture. The following summary supplements the description of the general terms and provisions of the notes of any issuing entity and the related indenture in the sections of the prospectus entitled “Payments on the Securities,” “Form of Securities” and “The Indenture.” We refer you to those sections.

Payments of Interest

Interest on the principal balances of each class of notes will accrue at the per annum interest rate set forth below:

Class	Interest Rate
[A-1]	[            ]
[A-2]	[            ]
[A-3]	[            ]
[A-4]	[            ]

Calculation of Interest Payable. Interest on the outstanding principal amount of each class of notes will accrue and shall be calculated as follows:

[Actual/360. Interest on the Class [A-1] notes [and the Class [    ] notes] will accrue from and including the prior payment date (or the closing date, in the case of the first payment date) to but excluding the current payment date and be calculated on the basis of actual days elapsed and a 360-day year.]

30/360. Interest on the [Class [A-2] notes, Class [A-3] notes and Class [A-4]] notes will accrue from and including the     th day of the calendar month preceding the payment date (or the closing date, in the case of the first payment date) to but excluding the     th day of the calendar month of that payment date and be calculated on the basis of a 360-day year of twelve 30-day months.

Interest on Unpaid Interest. Interest on any note that is not paid on a payment date will be due on the next payment date, together with interest on that amount at the applicable interest rate, to the extent lawful.

Priority of Interest Payments. Interest payments on all classes of notes will have the same priority. If on any payment date the issuing entity has insufficient funds to make a full payment of interest on the notes, the issuing entity will apply the funds available to pay interest on the notes ratably, based upon the aggregate amount of interest payable on each class of notes.

Funds Available to Pay Interest. The issuing entity will pay interest on the notes on each payment date from collections on the motor vehicle loans received during the prior calendar month and amounts withdrawn

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from [the yield supplement account and] the reserve account for that payment date less the portion of those amounts applied to the payment of the servicing fee and the administration fee [and the payment of the fixed payment payable to the swap counterparty]. [The swap counterparty’s claim for termination payments will be at the same priority as interest on the notes.]

For a more detailed description of the priority of interest payments on the notes, refer to the section of this prospectus supplement entitled “Payments and Distributions.”

[Interest Rate Swap]

On the closing date, the issuing entity will enter into an interest rate swap agreement consisting of an ISDA master agreement, the schedule thereto, the credit support annex thereto, if applicable, and the confirmation with the swap counterparty to hedge the floating interest rate risk on the Class [    ] notes. The interest rate swap for the Class [    ] notes will have an initial notional amount equal to the initial principal balance of the Class [    ] notes on the closing date and will decrease by the amount of any principal payments on the Class [    ] notes. The notional amount of the interest rate swap at all times that the interest rate swap is in place will be equal to the principal balance of the Class [    ] notes.

In general, under the interest rate swap agreement, on each payment date, the issuing entity will be obligated to pay the swap counterparty a per annum fixed rate payment based on a fixed rate of [            ]% times the notional amount of the interest rate swap and the swap counterparty will be obligated to pay a per annum floating rate payment based on the interest rate of the Class [    ] notes times the same notional amount. Payments under the interest rate swap agreement will be exchanged on a net basis. The payment obligations of the issuing entity to the swap counterparty under the interest rate swap agreement are secured under the indenture by the same lien in favor of the indenture trustee that secures the notes. The swap counterparty’s claim for a fixed payment under the interest rate swap agreement will be higher in priority than all payments on the securities. The swap counterparty’s claim for termination payments will be at the same priority as interest on the notes. [Describe other terms of the interest rate swap agreement.]]

Payments of Principal

Calculation of Principal Payable. The issuing entity will pay the principal of the notes on each payment date in an amount generally equal to the lesser of the amount available to pay the principal of the notes and the Noteholders’ Principal Distribution Amount for that payment date.

The Noteholders’ Principal Distribution Amount for each payment date will generally equal the lesser of the Target Principal Distribution Amount for that payment date and the amount by which the outstanding principal balance of the notes on the prior payment date exceeds the lesser of:

• the sum of [            ]% of the Adjusted Pool Balance for that payment date and the Specified Reserve Account Balance on that payment date

and

• the Adjusted Pool Balance for that payment date less the Target Overcollateralization Amount for that payment date.

The issuing entity will pay the Noteholders’ Principal Distribution Amount for each payment date from the collections on the motor vehicle loans received during the prior calendar month and the amount, if any, withdrawn from [the yield supplement account and] the reserve account and deposited in the Principal Distribution Subaccount in accordance with the priorities described in “Payments and Distributions” in this prospectus supplement.

The precise definition of Noteholders’ Principal Distribution Amount is set forth in the section of this prospectus supplement entitled “Glossary of Terms.” We refer you to that definition.

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The amount of the principal of the notes payable on the final scheduled payment date for any class of notes will equal the amount needed to repay the principal amount of that class of notes in full.

Priority of Principal Payments Prior to Acceleration of the Notes. The issuing entity will pay the principal of the notes in the following order of priority:

• the Class [A-1] notes until they are paid in full,

• the Class [A-2] notes until they are paid in full,

• the Class [A-3] notes until they are paid in full and

• the Class [A-4] notes until they are paid in full.

Priority of Principal Payments After Acceleration of the Notes. After an acceleration of the maturity of the notes following an event of default, the issuing entity will pay the principal of [Class A-1 notes until the Class A-1 notes are paid in full and then the other classes of] notes ratably, based upon the outstanding principal amount of each [such] class of notes.

For a more detailed description of the priority of principal payments on the notes, refer to the section of this prospectus supplement entitled “Payments and Distributions.”

Final Scheduled Payment Dates. The issuing entity is required to pay the entire outstanding principal amount of each class of notes, to the extent not previously paid, on the following final scheduled payment dates:

Class	Final Scheduled Payment Dates
[A-1]	[            ]
[A-2]	[            ]
[A-3]	[            ]
[A-4]	[            ]

The issuing entity’s failure to pay principal of the notes of any class on any payment date will not be an event of default until the final scheduled payment date for that class of notes.

The actual date on which the outstanding principal amount of any class of notes is paid may be earlier or later than the final scheduled payment date for that class of notes based on a variety of factors, including those described in the section of this prospectus supplement entitled “Weighted Average Life of the Securities” and the section of the prospectus entitled “Payments on the Securities—Weighted Average Life of the Securities.”

Prepayment

The servicer may purchase the motor vehicle loans on any payment date after the Class [A-1] notes, the Class [A-2] notes and the Class [A-3] notes have been paid in full on which the aggregate principal balance of the motor vehicle loans has declined to             % or less of the aggregate principal balance of the motor vehicle loans as of the cutoff date. If the servicer purchases the motor vehicle loans, the issuing entity will prepay the Class [A-4] notes in full.

For a more detailed description of the right of the servicer to purchase the motor vehicle loans, refer to the section of this prospectus supplement entitled “Transfer and Servicing Agreement—Servicer Purchase Option” and the section of the prospectus entitled “Additional Provisions of Transfer and Servicing Agreements—Termination.”

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The Certificates

General

The issuing entity will issue the certificates under the trust agreement. The certificates will be issued [in book-entry form through DTC] in minimum denominations of $[100,000] and integral multiples of $[1,000] in excess thereof. [Definitive certificates will be issued only under limited circumstances.]

The issuing entity will make distributions of interest and principal in respect of the certificates on the     th day of each month unless the     th day is not a business day, in which case the distribution will be made on the following business day. The issuing entity will distribute interest and principal to the holders of the certificates as of the related record date. The record date for the certificates will be the day before the payment date. If definitive certificates are issued, the record date will be the last day of the month before the payment date.

We will file a copy of the trust agreement with the SEC after the issuing entity issues the certificates. We summarize below some of the most important terms of the certificates. This summary is not a complete description of all the provisions of the trust agreement and the certificates. The following summary is a supplement to the description of the general terms and provisions of the certificates of any given issuing entity and the related trust agreement in the sections of the prospectus entitled “The Issuing Entities,” “Payments on the Securities,” “Form of Securities” and “Additional Provisions of Transfer and Servicing Agreements.” We refer you to those sections.

Distributions of Interest

On each payment date, commencing on                  , 200  , the certificateholders will be entitled to receive the amount of interest that accrues on the Certificate Balance at the pass-through rate of [            ]% per annum.

Calculation of Interest Accrual. Interest in respect of the certificates will accrue from and including the     th day of the calendar month preceding the payment date (or the closing date, in the case of the first payment date) to but excluding the     th day of the calendar month of that payment date and be calculated on the basis of a 360-day year of twelve 30-day months.

Interest on Unpaid Interest. Interest in respect of any certificate that is not distributed on a payment date will be due on the next payment date, together with interest on that amount at the pass-through rate, to the extent lawful.

Funds Available for Interest Distributions; Subordination. The issuing entity will make interest distributions in respect of the certificates on each payment date from collections on the motor vehicle loans received during the prior calendar month and amounts withdrawn from [the yield supplement account and] the reserve account for that payment date less the portion of those amounts applied to the payment of the servicing fee, the administration fee[, the fixed payment and any termination payment payable to the swap counterparty] and interest on the notes and to the deposit of the First Priority Principal Distribution Amount in the Principal Distribution Subaccount. If the maturity of the notes has been accelerated following an event of default resulting from a payment default, the issuing entity will not make any distributions in respect of interest on the certificates until after the notes have been paid in full.

For a more detailed description of the priority of interest distributions in respect of the certificates, refer to the section of this prospectus supplement entitled “Payments and Distributions” and to the definitions of First Priority Principal Distribution Amount and Second Priority Principal Distribution Amount in the section of this prospectus supplement entitled “Glossary of Terms.”

Distributions of Principal

Calculation of Principal Distributable. On each payment date, the issuing entity will distribute principal in respect of the certificates in an amount equal to the lesser of the amount available to the issuing entity to make

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distributions of principal in respect of the certificates and the Certificateholders’ Principal Distribution Amount for that payment date.

The Certificateholders’ Principal Distribution Amount for each payment date will generally equal the excess, if any, of:

• the Target Principal Distribution Amount for that payment date

over

• the Noteholders’ Principal Distribution Amount for that payment date.

The Noteholders’ Principal Distribution Amount will equal the Target Principal Distribution Amount and no principal will be distributable in respect of the certificates until the first payment date on which the sum of the Specified Reserve Account Balance on that payment date and the amount by which the Adjusted Pool Balance for that payment date exceeds the outstanding principal balance of the notes on the prior payment date is at least equal to [            ]% of the Adjusted Pool Balance for that payment date.

In addition, the amount of principal distributable in respect of the certificates on the final scheduled payment date for the certificates is expected to equal the amount needed to reduce the Certificate Balance to zero.

The precise definition of Certificateholders’ Principal Distribution Amount is set forth in the section of this prospectus supplement entitled “Glossary of Terms.” We refer you to that definition.

The issuing entity will distribute the Certificateholders’ Principal Distribution Amount for each payment date from the portion of the collections on the motor vehicle loans received during the prior calendar month and the amount, if any, withdrawn from [the yield supplement account and] the reserve account deposited in the Principal Distribution Subaccount, after payment of the Noteholders’ Principal Distribution Amount for that payment date in accordance with the priorities described in “Payments and Distributions” in this prospectus supplement. If the maturity of the notes has been accelerated following an event of default arising from a payment default, the issuing entity will not make any distributions of principal in respect of the certificates until after the notes have been paid in full.

For a more detailed description of the priority of principal distributions in respect of the certificates, refer to the section of this prospectus supplement entitled “Payments and Distributions.”

Certificate Balance Might Not Be Reduced to Zero on its Final Scheduled Payment Date. The issuing entity is required to reduce the Certificate Balance to zero on [            ,     20    ], the final scheduled payment date for the certificates. The actual date on which the Certificate Balance is reduced to zero may be earlier or later than the final scheduled payment date for the certificates based on a variety of factors, including those described in the section of this prospectus supplement entitled “Weighted Average Life of the Securities” and the section of the prospectus entitled “Payments on the Securities—Weighted Average Life of the Securities.”

Prepayment

The servicer may purchase the motor vehicle loans on any payment date after the Class [A-1] notes, the Class [A-2] notes and the Class [A-3] notes have been paid in full on which the aggregate principal balance of the motor vehicle loans has declined to             % or less of the aggregate principal balance of the motor vehicle loans as of the cutoff date. If the servicer purchases the motor vehicle loans, the issuing entity will distribute to certificateholders an amount equal to the Certificate Balance together with accrued and unpaid interest at the pass-through rate.

For a more detailed description of the right of the servicer to purchase the motor vehicle loans, refer to the section of this prospectus supplement entitled “Transfer and Servicing Agreements—Servicer Purchase Option”

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and the section of the prospectus entitled “Additional Provisions of Transfer and Servicing Agreements—Termination.”

Restrictions on Foreign Ownership

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 Internal Revenue Code and any transfer of a certificate to a person that is not a U.S. person shall be void. Purchasers of certificates and their assignees will be deemed to represent that the beneficial owners of such certificates are not Foreign Investors.

For a more detailed description of the restrictions on foreign ownership of the certificates, refer to the section of the prospectus entitled “Material Federal Income Tax Consequences.”

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Payments and Distributions

Source of Funds

The funds available to the issuing entity to pay expenses and make payments on the securities on each payment date will equal the sum of the Available Amount for that payment date and any funds withdrawn from the reserve account for that payment date.

The Available Amount for each payment date will generally consist of the following:

• collections received on the motor vehicle loans during the prior calendar month, including net recoveries on motor vehicle loans that were charged off as losses in prior months, [and]

• proceeds of repurchases of motor vehicle loans by the depositor or purchases of motor vehicle loans by the servicer [and

• funds withdrawn from the yield supplement account].

The precise definition of Available Amount is set forth in the section of this prospectus supplement entitled “Glossary of Terms.” We refer you to that definition.

In general, the servicer will be permitted to retain collections on the motor vehicle loans until the business day prior to each payment date. On that business day, the servicer will cause all collections on the motor vehicle loans and other amounts constituting the Available Amount for the payment date to be deposited in the collection account, together with the funds required to be withdrawn by the indenture trustee from the reserve account for the payment date. For a description of the circumstances under which the servicer would be required to deposit collections on the motor vehicle loans within 48 hours of receipt, refer to the section of the prospectus entitled “Servicing—Collections.”

Priority of Payments and Distributions

Prior to Acceleration of the Notes following a Payment Default. On each such payment date, the issuing entity will apply the Available Amount and any funds withdrawn from the reserve account to make payments and distributions in the following order of priority:

• to the servicer, the servicing fee for the prior month and all unpaid servicing fees for prior months,

• to the administrator, the administration fee for the prior month and all unpaid administration fees for prior months,

• [to the swap counterparty, the fixed payment payable on that payment date and all unpaid fixed payments payable on prior payment dates,]

• [on a pro rata basis, to the swap counterparty, any termination payments payable to the swap counterparty and] ratably to the holders of each class of notes, interest due on all the notes on that payment date,

• to the Principal Distribution Subaccount, the First Priority Principal Distribution Amount,

• to the holders of the certificates, interest distributable in respect of the certificates on that payment date,

• to the Principal Distribution Subaccount, the Second Priority Principal Distribution Amount,

• to the reserve account, the amount needed to bring the amount on deposit in the reserve account up to the Specified Reserve Account Balance,

• to the Principal Distribution Subaccount, the Regular Principal Distribution Amount, and

• to the holder of the Class R certificate, any remaining portion of the Available Amount.

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After Acceleration of the Notes following a Payment Default. On each payment date after the maturity of the notes has been accelerated following an event of default resulting from a payment default, the issuing entity will apply the Available Amount and any funds withdrawn from the reserve account to make payments and distributions in the following order of priority:

• to the servicer, the servicing fee for the prior month and all unpaid servicing fees for other prior months,

• to the administrator, the administration fee for the prior month and all unpaid administration fees for other prior months,

• [to the swap counterparty, the fixed payment payable on that payment date and all unpaid fixed payments payable on prior payment dates,]

• [on a pro rata basis, to the swap counterparty, any termination payments payable to the swap counterparty and] ratably to the holders of each class of notes, interest due on all the notes on that payment date,

• to the noteholders, the outstanding principal amount of the notes,

• to the holders of the certificates, interest distributable in respect of the certificates on that payment date,

• to the certificateholders, the Certificate Balance and

• to the holder of the Class R certificate, any remaining portion of the Available Amount.

[Withdrawals from Yield Supplement Account. On each payment date the indenture trustee will withdraw from the yield supplement account and will deposit in the collection account the amount described in the section of this prospectus supplement entitled “Yield Enhancement—Yield Supplement Account—Withdrawals from Yield Supplement Account.” ]

Withdrawals from Reserve Account. The indenture trustee will withdraw funds from the reserve account, to the extent that funds are available for withdrawal, in respect of any payment date for which the Available Amount on that payment date is insufficient to pay the servicing fee, the administration fee, [the fixed payment and any termination payment payable to the swap counterparty,] the interest payable on the notes and the interest distributable in respect of the certificates and to deposit the First Priority Principal Distribution Amount and the Second Priority Principal Distribution Amount into the Principal Distribution Subaccount. In no event will investment earnings on funds on deposit in the reserve account be available for withdrawal to pay these amounts.

Distributions From the Principal Distribution Subaccount. On each payment date, the issuing entity will apply amounts deposited into the Principal Distribution Subaccount on that payment date in the following order of priority:

• to the noteholders, the Noteholders’ Principal Distributable Amount for that payment date as described in the section of this prospectus supplement entitled “The Notes—Payments of Principal,” and

• to the certificateholders, the Certificateholders’ Principal Distributable Amount for that payment date as described in the section of this prospectus supplement entitled “The Certificates—Distribution of Principal.”

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Fees and Expenses of the Issuing Entity

As described above in the section of this prospectus supplement entitled “Payments and Distributions—Priority of Payments and Distributions,” the issuing entity will be obligated to pay the servicing fee to the servicer before it pays any amounts due on the securities and any other liabilities and will be obligated to pay the administration fee to the administrator after payment of the servicing fee and before it pays any amounts due on the securities and any other liabilities. The servicer will be responsible for its own expenses under the sale and servicing agreement except that the servicer may net its expenses incurred in the process of repossessing and selling a financed vehicle from the sale proceeds of that financed vehicle. The following table illustrates this arrangement.

Recipient	Source of Payment	Fees and Expenses Payable
Servicer	Collections on the motor vehicle loans and the reserve account before any payment on the securities	Servicing Fee in an amount described in the section of this prospectus supplement entitled “Transfer and Servicing Agreement—Servicing Compensation
Servicer	Proceeds of a financed vehicle sold after repossession before deposit into the collection account	Expenses incurred by the Servicer in the process of repossessing and selling a financed vehicle
Administrator	Collections on the motor vehicle loans and the reserve account after payment of the servicing fee but before payment on the securities	$[            ] per month

The amount, priority and other terms of these fees and expenses may be changed by amending the related transfer and servicing agreements. The amount of the servicing fee will not change upon the appointment of a successor servicer without amending the sale and servicing agreement.

The servicer will be obligated to pay the fees and expenses of, and indemnify, the indenture trustee and the owner trustee, to pay the fees and expenses of JPMorgan Chase, as authenticating agent, note registrar, certificate registrar and paying agent, to pay the fees and expenses of the accountants in delivering their annual attestation report and to pay the expenses of, and indemnify, the administrator.

Credit Enhancement

The forms of credit enhancement described below are intended to enhance the likelihood of full payment of amounts due to the securityholders.

Overcollateralization

Overcollateralization is the amount by which (i) the aggregate principal balance of the motor vehicle loans [minus the Yield Supplement Overcollateralization Amount] exceeds (ii) the sum of the outstanding principal balance of the notes and the certificate balance of the certificates. The initial overcollateralization amount of $[            ] is equal to the aggregate principal balance of the motor vehicle loans as of the cutoff date of $[            ] [minus the Yield Supplement Overcollateralization Amount of $[            ] for the closing date] minus the initial principal balance of the notes of $[            ] and the initial certificate balance of the certificates of $[            ].

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Overcollateralization is intended to absorb losses on the motor vehicle loans that the holders of the securities would otherwise incur.

On each payment date, collections in excess of the amount needed by the issuing entity to pay the servicing fee, the administration fee, [the fixed payment payable to the swap counterparty,] the interest payable on the notes[, any termination payment payable to the swap counterparty] and the interest distributable in respect of the certificates, to deposit the First Priority Principal Distribution Amount and the Second Priority Principal Distribution Amount into the Principal Distribution Subaccount and to deposit the amount, if any, needed to bring the amount on deposit in the reserve account up to the Specified Reserve Account Balance will be distributed in reduction of the principal amount of the securities until the overcollateralization amount is equal to the Target Overcollateralization Amount for that payment date.

The Target Overcollateralization Amount for any payment date will equal the greater of (x) the amount, if any, by which [            ]% of [the difference of] the aggregate principal balance of the motor vehicle loans for that payment date [minus the Yield Supplement Overcollateralization Amount for that payment date] exceeds the Specified Reserve Account Balance on that payment date and (y) [            ]% of [the difference of] the aggregate principal balance of the motor vehicle loans as of the cutoff date [minus the Yield Supplement Overcollateralization Amount for the closing date].

Reserve Account

Funding of Reserve Account. The issuing entity will establish the reserve account in the name of the indenture trustee for the benefit of the noteholders and certificateholders. The issuing entity will fund the reserve account on the closing date by making an initial deposit in an amount equal to [the Specified Reserve Account Balance] [            % of the aggregate principal balance of the motor vehicle loans as of the cutoff date, which is less than the Specified Reserve Account Balance calculated as of such date]. [If amounts are subsequently withdrawn from the reserve account,] [T]he reserve account will thereafter be funded on each payment date with the portion of the Available Amount remaining after the payment of all amounts with priority over the funding of the reserve account as described in the section of this prospectus supplement entitled “Payments and Distributions.” All amounts held in the reserve account will be invested in highly rated short-term securities at the direction of the holder of the Class R certificate or, after the occurrence and during the continuance of an event of default, the indenture trustee.

Withdrawals from Reserve Account. The indenture trustee will withdraw funds from the reserve account and deposit them into the collection account on any payment date, if the Available Amount for that payment date is insufficient to pay the servicing fee, the administration fee, [the fixed payment payable to the swap counterparty,] the interest payable on the notes[, any termination payment payable to the swap counterparty] and the interest distributable in respect of the certificates and to deposit the First Priority Principal Distribution Amount and the Second Priority Principal Distribution Amount into the Principal Distribution Subaccount. The First Priority Principal Distribution Amount will include the amount needed to pay the outstanding principal amount of the notes of any class on the scheduled final payment date for such class. The Second Priority Principal Distribution Amount will include the amount needed to reduce the certificate balance of the certificates to zero on the scheduled final payment date for the certificates.

On each payment date, the indenture trustee will withdraw from the reserve account and pay to the holder of the Class R certificate all investment earnings on funds on deposit in the reserve account earned since the prior payment date and any amounts on deposit in the reserve account, after giving effect to deposits and withdrawals made on that payment date, in excess of the Specified Reserve Account Balance on that payment date.

The Specified Reserve Account Balance on each payment date will equal [the lesser of $[            ] (or [            ]% of the Original Adjusted Pool Balance) and the sum of the outstanding principal balance of notes and the certificate balance of the certificates on the prior payment date] [the greater of (i) [            ]% of the aggregate principal balance of the motor vehicle loans for that payment date [minus the Yield Supplement Overcollateralization Amount for that payment date] and (ii) [            ]% of the aggregate principal balance of

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the motor vehicle loans as of the cutoff date [minus the Yield Supplement Overcollateralization Amount for the closing date, provided, that the Specified Reserve Account Balance will be calculated using [            ]% in clause (i) thereof if [describe applicable pool performance criteria]. If the depositor desires to reduce the Specified Reserve Account Balance to a lesser amount and the rating agencies confirm that such reduction will not adversely affect the ratings of any of the notes or certificates, the depositor will reduce the Specified Reserve Account Balance to a lesser amount.

Funds in the Reserve Account will be Limited. Amounts in the reserve account are intended to enhance the likelihood of receipt by securityholders of the full amount of principal and interest payable to them and to decrease the likelihood that the securityholders will experience losses. However, the amount in the reserve account is limited and the reserve account could be depleted. If the amount required to be withdrawn from the reserve account to cover shortfalls in collections on the motor vehicle loans 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 them could result. Delays in payments could increase the average life of the notes or the certificates. Shortfalls in collections on the motor vehicle loans may result from, among other things, losses on the motor vehicle loans or the failure by the servicer to make any remittance under the sale and servicing agreement.

Subordination of Certificates

As additional credit enhancement for the notes, distributions in respect of the certificates are subordinated to payments on the notes in the following manner:

• interest on the notes and the First Priority Principal Distribution Amount are paid before the distribution of interest in respect of the certificates,

• certain amounts of principal of the notes are paid before the distribution of principal in respect of the certificates as described herein, and

• after the maturity of the notes has been accelerated following an event of default arising from a payment default, principal of the notes is paid in full before the distribution of interest in respect of the certificates.

[Yield Enhancement

Interest shortfalls on the motor vehicle loans will be covered by [withdrawals from the yield supplement account] [the yield supplement overcollateralization amount].

[Yield Supplement Account

Funding of Yield Supplement Account. The issuing entity will establish the yield supplement account in the name of the indenture trustee for the benefit of the noteholders and the certificateholders. The issuing entity will fund the yield supplement account on the closing date by making a deposit in an amount equal to $            . No additional deposits will be made to the yield supplement account after the closing date. The funds on deposit in the yield supplement account are intended to supplement the interest collections for each calendar month on those motor vehicle loans that have annual contract rates that are less than the Required Rate. The Required Rate is generally equal to the sum of the servicing fee rate of [            ]% per annum and the time weighted average rate per annum at which interest will accrue on the notes and the certificates, assuming the motor vehicle loans prepay at an ABS percentage of [            ]%. The precise definition of Required Rate is set forth in the section of this prospectus supplement entitled “Glossary of Terms.” We refer you to that definition. For information on the ABS percentage, we refer you to the section of this prospectus supplement entitled “Weighted Average Life of the Securities.”

Withdrawals from Yield Supplement Account. On each payment date, the indenture trustee will withdraw funds from the yield supplement account and deposit them into the collection account in an amount equal to the

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lesser of the amount on deposit in the yield supplement account and the aggregate amount by which one month’s interest on the principal balance as of the beginning of business on the first day of the prior calendar month of each applicable motor vehicle loan (other than a motor vehicle loan designated as a “defaulted receivable”) at the Required Rate, exceeds one month’s interest on the principal balance of that motor vehicle loan at the annual contract rate of that motor vehicle loan.

On each payment date, the amount required to be on deposit in the yield supplement account will decline and be equal to the sum of the aggregate amounts expected to be withdrawn from the yield supplement account on all future payment dates, calculated as described in the preceding paragraph, assuming that all scheduled payments on the motor vehicle loans are made when due, no prepayments are made and amounts on deposit in the yield supplement account earn interest at a rate per annum equal to [    ]%. If the amount required to be on deposit in the yield supplement account on any payment date exceeds the amount on deposit in the yield supplement account, neither the depositor nor the servicer will be obligated to make an additional deposit into the yield supplement account. On each payment date, the indenture trustee will withdraw from the yield supplement account and pay to the holder of the Class R certificate any amounts on deposit in the yield supplement account, after giving effect to the withdrawal made on that payment date, in excess of the amount required to be on deposit in the yield supplement account on that payment date.]

[Yield Supplement Overcollateralization Amount

On the closing date, in addition to the overcollateralization, there will be an initial Yield Supplement Overcollateralization Amount in an amount equal to $[            ]. The Yield Supplement Overcollateralization Amount is intended to compensate for the low annual contract rates of interest on some of the motor vehicle loans. The Yield Supplement Overcollateralization Amount for each payment date will decline. The Yield Supplement Overcollateralization Amount has been calculated for each payment date as the sum of the amount for each motor vehicle loan equal to the excess, if any, of (x) the scheduled payments due on that motor vehicle loan for each future Collection Period discounted to present value as of the end of the preceding Collection Period at the annual contract rate of that motor vehicle loan over (y) the scheduled payments due on that motor vehicle loan for each future Collection Period discounted to present value as of the end of the preceding Collection Period at a discount rate equal to the greater of the annual contract rate of that motor vehicle loan and [            ]%. Future scheduled payments on each motor vehicle loan are assumed to be made on their scheduled due dates without any delay, defaults or prepayments. The Yield Supplement Overcollateralization Amount for each payment date is set forth in the definition of Yield Supplement Overcollateralization Amount in the section of this prospectus supplement entitled “Glossary of Terms.” We refer you to that definition. ]]

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Transfer and Servicing Agreements

We have summarized below some of the important terms of the sale and servicing agreement and the trust agreement. A form of each of these agreements has been filed as an exhibit to the registration statement of which the attached prospectus forms a part. We will file a copy of each of these agreements with the SEC after we issue the securities. This summary is not a complete description of these agreements. The following summary supplements the description of the general terms and provisions of these agreements set forth in the prospectus.

Issuing Entity Accounts

The issuing entity will establish a collection account[, a yield supplement account] and a reserve account in the name of the indenture trustee for the benefit of the noteholders and the certificateholders. For administrative purposes, the issuing entity will establish and maintain an administrative subaccount of the collection account, designated as the Principal Distribution Subaccount. The servicer will establish a distribution account for the noteholders in the name of the indenture trustee for the benefit of the noteholders. The collection account, [yield supplement account,] reserve account and note distribution account will be pledged to secure the notes. The owner trustee will establish a distribution account for the certificateholders in the name of the owner trustee for the benefit of the certificateholders. Each of these accounts will be treated as an issuing entity account as described in the section of the prospectus entitled “Servicing—Issuing Entity Accounts.” Funds in those accounts will be invested as described in the section of the prospectus entitled “Servicing—Issuing Entity Accounts.”

Each of the collection account, the note distribution account and the certificate distribution account will be initially established in the trust department of JPMorgan Chase. At the direction of the servicer, JPMorgan Chase acting as the paying agent under the indenture and the trust agreement will have the right to withdraw funds from those accounts for the purpose of making distributions to securityholders, the servicer and the administrator on payment dates. The indenture trustee, acting at the direction of the servicer, will have the sole right to withdraw funds from the reserve account[ and the yield supplement account].

The servicer will make all calculations and decisions regarding the transfer and disbursement of collections and other cash flows and there will not otherwise be any independent verification of the activity in these issuing entity accounts, other than to the limited extent addressed in the annual officer’s certificate of the servicer and the accountants’ report, each as described in the section of the prospectus entitled “Servicing—Evidence as to Compliance.”

Servicing Compensation

The servicer will be entitled to receive a servicing fee for each month payable on the following payment date. The servicing fee for each month will equal the sum of

• the product of  ¹/12 of [            ]% and the aggregate principal balance of the motor vehicle loans as of the last day of the prior month (or, in the case of the first payment date,          multiplied by [    /    ] of [            ]% of the aggregate principal balance of the motor vehicle loans as of the cutoff date) and

• any late charges, prepayment charges, credit-related extension fees or other administrative fees or similar charges allowed by applicable law collected by the servicer during that month.

In addition, the servicer will be entitled to receive investment earnings, net of losses and investment expenses, on funds deposited in the collection account.

Servicing Procedures

The servicer will service the motor vehicle loans and will be obligated to make reasonable efforts to collect all payments due with respect to the motor vehicle loans. The servicer will be obligated to follow collection and

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servicing procedures consistent with the procedures it follows with respect to comparable motor vehicle loans that it services for itself and with prudent industry standards. In addition, the sale and servicing agreement will provide that the servicer may not

• change the amount of any motor vehicle loan, other than allowing a prepayment of a scheduled payment that does not result in a deferral of any other scheduled payment,

• decrease the contract rate of any motor vehicle loan or

• extend any motor vehicle loan beyond the last day of the month preceding the final scheduled payment date for the certificates.

If the servicer fails to comply with the terms of the sale and servicing agreement and such failure materially and adversely affects the interests of the securityholders in a motor vehicle loan, the servicer will be required to purchase the affected motor vehicle loan at a price equal to the unpaid principal balance owed by the obligor plus interest at the contract rate of interest through the last day of the month of repurchase. The purchase obligation will constitute the sole remedy available to the securityholders, the issuing entity or the indenture trustee for any such uncured breach.

The servicer offers certain obligors or classes of obligors on an annual basis a one-month non-credit related extension of a regularly scheduled payment otherwise due under a motor vehicle loan. The servicer may waive the payment by obligors of late charges, credit-related extension fees or other administrative fees or similar charges in accordance with its servicing standards.

For a more detailed description of the servicing procedures, refer to the section of the prospectus entitled “Servicing—Servicing Procedures.”

Servicer Purchase Option

The servicer may purchase the motor vehicle loans on any payment date on which the aggregate principal balance of the motor vehicle loans has declined to             % or less of the aggregate principal balance of the motor vehicle loans as of the cutoff date.

For a more detailed description of the right of the servicer to purchase the motor vehicle loans, refer to the section of the prospectus entitled “Additional Provisions of Transfer and Servicing Agreements—Termination.”

[Money Market Eligibility

The Class A-1 notes will be eligible securities for purchase by money market funds under paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940, as amended.]

Reports to be Filed with the SEC

Filings with the SEC relating to the securities will be made under the name of the issuing entity. The SEC file number for the issuing entity is [            ].

For a description of the reports relating to the issuing entity that will be filed with the SEC, refer to the section of the prospectus entitled “Servicing—Reports to be Filed with the SEC.”

Litigation

[There are no material legal or governmental proceedings pending against the sponsor, the depositor, the indenture trustee, the owner trustee, the issuing entity, the servicer or the originator, or of which the property of the foregoing is subject.] [Describe any such legal proceedings that are pending].

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Material Federal Income Tax Consequences

Simpson Thacher & Bartlett LLP, special counsel to the depositor, will deliver its opinion that for U.S. federal income tax purposes:

• the notes will be characterized as debt and

• the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

By purchasing a note, you will agree to treat your note as indebtedness for all U.S. federal, state and local income tax purposes.

By purchasing a certificate, you will agree to treat the issuing entity as a partnership in which the certificateholders are partners for federal, state and local income tax purposes.

For a more detailed discussion of tax matters, refer to the section of the prospectus entitled “Material Federal Income Tax Consequences.”

Employee Benefit Plan Considerations

General

Before investing in the notes or certificates, fiduciaries of Plans should consider, among other matters:

• ERISA’s fiduciary standards or similar standards under Similar Laws,

• whether such investment in the notes or certificates by the Plan satisfies the prudence and diversification requirements of ERISA or applicable standards under Similar Laws, taking into account the overall investment policy of the Plan, the composition of the Plan’s portfolio and any limitations on the marketability of the notes and certificates,

• whether such fiduciaries have authority to make such investment in the notes or certificates under the applicable Plan investment policies and governing instruments and

• rules under ERISA and the tax code or similar standards under Similar Laws that prohibit plan fiduciaries from causing a Plan to engage in certain “prohibited transactions.”

Under the Plan Assets Regulation issued by the U.S. Department of Labor, or the DOL, if a Plan subject to ERISA invests in an “equity interest” of an entity that is neither a publicly-offered security nor a security issued by an investment company registered under the Investment Company Act of 1940, the Plan’s assets will include both the equity interest and an undivided interest in each of the entity’s underlying assets, unless it is established that the entity is an operating company or that equity participation in the entity by “benefit plan investors” is not significant. An “equity interest” is an interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. If the underlying assets of the issuing entity or JPMorgan Chase were deemed to be “plan assets” of Plans under ERISA, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to activities engaged in by JPMorgan Chase, the owner trustee, and others and (ii) the possibility that certain transactions in which JPMorgan Chase, the owner trustee and others might seek to engage could constitute “prohibited transactions” under ERISA and the tax code. If a prohibited transaction occurs for which no exemption is available, JPMorgan Chase, the owner trustee and any other fiduciary that has engaged in the prohibited transaction could be required (i) to restore to the Plan any profit realized on the transaction and (ii) to reimburse the Plan for any losses suffered by the Plan as a result of the investment. In addition, each disqualified person (within the meaning of Section 4975 of the tax code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100% of the amount involved. Plan fiduciaries who decide to invest in the notes or certificates could, under certain circumstances, be liable for

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prohibited transactions or other violations as a result of their investment or as co-fiduciaries for actions taken by or on behalf of JPMorgan Chase or the issuing entity. With respect to an individual retirement account, or IRA, that invests in the notes or certificates, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause the IRA to lose its tax-exempt status.

The Notes

Although there can be no assurances, since there is little authority on the subject, we believe that the notes will not constitute equity interests under the Plan Assets Regulation because the notes (i) should be treated as indebtedness under local law and as debt, rather than equity, for tax purposes (see “Material Federal Income Tax Consequences—Tax Consequences to Noteholders” in the prospectus), and (ii) should not be deemed to have any “substantial equity features.” Therefore, the motor vehicle loans and other assets included as assets of the issuing entity 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. However, we cannot assure you that the notes would be characterized by the DOL or others as indebtedness on the date of issuance or at any given time thereafter. Accordingly, before purchasing the notes, a fiduciary or other Plan investor should itself confirm that the notes constitute indebtedness, and have no substantial equity features, for purposes of the Plan Assets Regulation.

Regulation

Section 406 of ERISA and Section 4975 of the tax code prohibit Plans subject to Title I of ERISA or Section 4975 of the tax code from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the tax code. The acquisition and/or ownership of the notes by a Plan with respect to which JPMorgan Chase, the owner trustee, the indenture trustee, the owner of the certificates or others involved with the notes, or any of their respective affiliates is considered a party in interest or a disqualified person may constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the tax code, unless the notes are acquired and are held in accordance with an applicable statutory, regulatory, class or individual prohibited transaction exemption. In this regard, the DOL has issued prohibited transaction class exemptions, which are called PTCEs, that may apply to the acquisition and holding of the notes. These class exemptions include, among others, PTCE 84-14 respecting transactions effected by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting insurance company general accounts and PTCE 96-23 respecting transactions effected by in-house asset managers.

Similar Laws governing the investment and management of the assets of governmental, church and non-U.S. Plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and the tax code discussed above. Accordingly, fiduciaries of such governmental, church and non-U.S. Plans, in consultation with their advisors, should consider the impact of any applicable Similar Laws on investments in the notes and the considerations described above, if applicable.

The notes may not be purchased with plan assets of any Plan if any of JPMorgan Chase, the indenture trustee, the owner trustee or any of their respective affiliates:

• has investment or administrative discretion with respect to the plan assets used to effect such purchase,

• 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 (i) will serve as a primary basis for investment decisions with respect to such plan assets, and (ii) will be based on the particular investment needs of such Plan or

• is an employer maintaining or contributing to such Plan.

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Any fiduciary proposing to invest in the notes for or on behalf of a Plan, directly or indirectly, should consult with counsel for the Plan and each fiduciary investing in a note will be deemed to represent that its purchase and holding of the notes (i) are eligible for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, or, if the Plan is not subject to ERISA or Section 4975 of the tax code, does not and will not constitute or result in a non-exempt prohibited transaction, or otherwise trigger any penalties or liabilities under, or violate in any way, any other applicable Similar Laws, and (ii) will satisfy the applicable fiduciary requirements imposed under ERISA and any other applicable Similar Laws.

The Certificates

The following is a summary of certain considerations associated with an investment in the certificates by Plans subject to Title I of ERISA and Section 4975 of the tax code.

Section 406 of ERISA and Section 4975 of the tax code prohibit Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest” within the meaning of ERISA, or “disqualified persons” within the meaning of Section 4975 of the tax code. Because the certificates will constitute “equity interests” under the Plan Assets Regulation, and there can be no assurance that any exception under that regulation will apply, it is likely that an investment by Plans in certificates will cause the assets of the issuing entity to be “plan assets.” The acquisition and/or ownership of certificates by a Plan with respect to which JPMorgan Chase, the owner trustee, the indenture trustee, or others involved with the certificates, or any of their respective affiliates is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the tax code, unless the certificates are acquired and are held in accordance with an applicable statutory, regulatory, class or individual prohibited transaction exemption.

The DOL has granted to             the Exemption, which exempts from certain of the prohibited transaction rules and the related excise tax provisions of Section 4975 of the tax code with respect to the initial purchase, the holding and the subsequent resale by Plans of securities, including certificates, issued by certain qualifying issuers holding investment pools that consist of only certain receivables, loans, and other obligations, and the related servicing, operation and management of the issuers, provided the conditions and requirements of the Exemption are satisfied. The receivables covered by the Exemption include retail installment sales contracts, purchase money notes and other notes secured by automobiles and light-duty trucks such as the motor vehicle loans to be held by the issuing entity. Among the general conditions that must be satisfied for the Exemption to apply are the following:

• the acquisition of the securities by a Plan is on terms, including the price for the securities, that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party,

• the rights and interests evidenced by the securities acquired by the Plan are not subordinated to the rights and interests evidenced by other securities of the issuer unless the investment pool contains certain types of collateral, such as consumer loans fully secured by motor vehicles,

• the securities acquired by the Plan have received a rating at the time of such acquisition that is in one of the three highest generic rating categories (four, in a transaction in which the investment pool contains certain types of collateral, such as consumer loans fully secured by motor vehicles) from either Moody’s Investors Service, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or Fitch Ratings,

• the owner trustee must not be an affiliate of any other member of the Restricted Group, except that it may be an affiliate of the underwriters,

• the sum of all payments made to and retained by the underwriters in connection with the distribution of the securities represents not more than reasonable compensation for underwriting the securities,

• the sum of all payments made to and retained by the depositor pursuant to the assignment of the loans to the issuer represents not more than the fair market value of such loans,

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• the sum of all payments made to and retained by the servicer and any other servicer represents not more than reasonable compensation for such person’s services under any servicing agreement,

• the Plan investing in the securities is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the SEC under the Securities Act of 1933, as amended, and

• for certain types of issuers, the documents establishing the issuer and governing the transaction must contain certain provisions intended to protect the assets of the issuer from creditors of the sponsor.

The Exemption defines the term “reasonable compensation” by reference to DOL Regulation Section 2550.408c-2, which states that whether compensation is reasonable depends upon the particular facts and circumstances of each case. Each fiduciary of a Plan considering the purchase of a certificate should satisfy itself that all amounts paid to or retained by the underwriters and the servicer represent reasonable compensation for purposes of the Exemption if the Exemption is being relied upon.

Furthermore, in order for its securities to qualify under the Exemption, an issuer must meet certain requirements, including the following:

• the corpus of the issuer must consist solely of assets of the type that have been included in other investment pools,

• securities in such other investment pools must have been rated in one of the three highest rating categories (four, in a transaction which the investment pool contains certain types of collateral, such as consumer loans fully secured by motor vehicles) of either Moody’s Investors Service, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or Fitch Ratings for at least one year prior to the Plan’s acquisition of the securities and

• securities evidencing interests in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of securities.

The Exemption generally does not apply to Plans sponsored by a member of the Restricted Group. Moreover, the Exemption provides certain Plan fiduciaries relief from certain self-dealing/conflict of interest prohibited transactions that may arise when the fiduciary causes a Plan to acquire securities of an issuer holding obligations on which the fiduciary or its affiliate is obligor only if, among other requirements:

• in the case of an acquisition in connection with the initial issuance of securities, at least 50% of each class of securities in which Plans have invested is acquired by persons independent of the Restricted Group and at least 50% of the aggregate interest in the issuer is acquired by persons independent of the Restricted Group,

• such fiduciary or its affiliate is an obligor with respect to 5% or less of the fair market value of the obligations contained in the investment pool,

• the Plan’s investment in securities of any class does not exceed 25% of all of the securities of the class outstanding at the time of the acquisition and

• immediately after the acquisition, no more than 25% of the assets of any Plan with respect to which such person is a fiduciary is invested in securities representing an interest in one or more issuers containing assets sold or serviced by the same entity.

The rating of a security may change. If the rating of a security declines below the lowest permitted rating, the security will no longer be eligible for exemptive relief under the Exemption and consequently may not be purchased by or sold to a Plan (although a Plan that had purchased the security when it had a permitted rating would not be required by the Exemption to dispose of it).

The Exemption will apply to the acquisition and the holding of the certificates only if all of the conditions to application of the Exemption are satisfied. Before purchasing a certificate, a Plan fiduciary should make its own determination as to the availability of the relief provided by the Exemption. In particular, a fiduciary of any

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Plan considering an investment in the certificates must ascertain that the Plan is an “accredited investor”, as defined in Rule 501(a)(1) of Regulation D of the SEC under the Securities Act of 1933, as amended, and that, at the time of the acquisition, the certificates are rated BBB- or higher by Moody’s Investors Service, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or Fitch Ratings.

Taxation of Tax-Exempt Investors

A Plan that is exempt from the U.S. federal income tax under Section 501(a) of the tax code is nevertheless subject to federal income taxation to the extent that its income is “unrelated business taxable income,” or UBTI, within the meaning of Section 512 of the tax code. All or a portion of the income in respect of certificates and other equity interests of a trust that has issued debt obligations is “debt-financed income” within the meaning of Section 514 of the tax code, and is therefore UBTI. Any potential investor that is exempt from the U.S. federal income tax under Section 501(a) of the tax code should consult with counsel concerning the taxation of an investment in the certificates.

Each Plan fiduciary should consult with its legal advisor concerning the considerations discussed above before making an investment in the certificates, including the applicability of a PTCE or the Exemption. As indicated above, Similar Laws governing the investment and management of the assets of governmental, church, non-U.S. and other Plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and/or the tax code. Accordingly, fiduciaries of such Plans, in consultation with their advisors, should consider the impact of applicable Similar Laws on an investment in the certificates and the considerations discussed above, as applicable. In addition, the general fiduciary requirements which apply to investments in the notes apply as well to investments in the certificates, and each purchaser and holder of certificates will be deemed to have represented and warranted that its purchase and holding of a certificate or any interest therein satisfies such requirements.

For further information, refer to the section of the prospectus entitled “Employee Benefit Plan Considerations.”

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Underwriting

Note Underwriting Agreement

Subject to the terms and conditions set forth in an underwriting agreement with respect to the notes, JPMorgan Chase has agreed to sell to the underwriters named below, and each of the those underwriters has severally agreed to purchase, the principal amount of notes of each class set forth opposite its name below:

Note Underwriters	Principal Amount of Class [A-1] Notes	Principal Amount of Class [A-2`] Notes	Principal Amount of Class [A-3] Notes	Principal Amount of Class [A-4] Notes
	$	$	$	$
	$	$	$	$
	$	$	$	$
	$	$	$	$
Total	$	$	$	$

In the underwriting agreement with respect to the notes, the several underwriters have agreed, subject to the terms and conditions therein, to purchase all the notes if any notes are purchased.

JPMorgan Chase has been advised by the underwriters that they propose initially to offer the notes to the public at the prices set forth on the cover page of this prospectus supplement. After the initial public offering, such public offering prices may change.

The underwriting discounts and commissions, the selling concessions that the underwriters of the notes may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, expressed as a percentage of the aggregate initial principal amount of each class of notes shall be as follows:

	Underwriting Discount and Commissions	Selling Concessions Not to Exceed	Reallowance Not to Exceed
Class [A-1] Notes	%	%	%
Class [A-2] Notes	%	%	%
Class [A-3] Notes	%	%	%
Class [A-4] Notes	%	%	%

Certificate Underwriting Agreement

Subject to the terms and conditions set forth in an underwriting agreement with respect to the certificates, JPMorgan Chase has agreed to sell to                 , as underwriter of the certificates, and                 has agreed to purchase, the entire principal amount of the certificates.

In the underwriting agreement with respect to the certificates, the underwriter of the certificates has agreed, subject to the terms and conditions therein, to purchase all of the certificates if any certificates are purchased.

JPMorgan Chase has been advised by the underwriter of the certificates that it proposes initially to offer the certificates to the public at the price set forth on the cover page of this prospectus supplement. After the initial public offering, such public offering price may change.

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The underwriting discounts and commissions, the selling concessions that the underwriter of the certificates may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, expressed as a percentage of the initial certificate balance shall be as follows:

	Underwriting Discount and Commissions		Selling Concessions Not to Exceed		Reallowance Not to Exceed
Certificates		%		%		%

Proceeds to JPMorgan Chase

JPMorgan Chase will receive the proceeds listed below after taking into account the payment of the underwriting discounts and commissions listed below. In addition, estimated expenses are $            .

	Proceeds to JPMorgan Chase	Proceeds to JPMorgan Chase as % of the principal amount of the securities		Underwriting discounts and commissions
Class [A-1] Notes	$		%	$
Class [A-2] Notes	$		%	$
Class [A-3] Notes	$		%	$
Class [A-4] Notes	$		%	$
Certificates	$		%	$

General

Until the distribution of the notes is completed, rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase the securities. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.

If the underwriters create a short position in the securities in connection with this offering (i.e., they sell more securities than the aggregate initial principal amount set forth on the cover page of this prospectus supplement), the underwriters may reduce that short position by purchasing securities in the open market.

The underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of such securities, they may reclaim the amount of the selling concession from any underwriter or selling group member who sold those securities as part of the offering.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

Neither the depositor nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that any of the transactions described above might have on the price of the securities. In addition, neither the depositor nor any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, if commenced, will not be discontinued without notice.

The notes and the certificates are new issues of securities and there currently is no secondary market for the securities or the certificates. The underwriters for the securities expect to make a market in the securities but will not be obligated to do so. We cannot assure you that a secondary market for the securities will develop. If a

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secondary market for the securities does develop, it might end at any time or it might not be sufficiently liquid to enable you to resell any of your notes or certificates.

JPMorgan Chase has agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be required to make in respect thereof.

The closings of the sale of each class of the notes and the certificates are conditioned on the closing of the sale of each other class of notes and those certificates.

Legal Matters

Certain legal matters relating to the issuance of the securities will be passed upon for JPMorgan Chase by Simpson Thacher & Bartlett LLP, New York, New York. Certain legal matters relating to the issuance of the certificates will be passed upon for JPMorgan Chase by Richards, Layton & Finger, P.A. and certain other legal matters will be passed upon for JPMorgan Chase by Patricia J. Cacciola, Esq., Vice President and Assistant General Counsel of Chase Auto Finance Corp., and for the underwriters by [                ]. From time to time Simpson Thacher & Bartlett LLP, [                ] and Richards, Layton & Finger, P.A. provide legal services to JPMorgan Chase and its affiliates.

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Glossary of Terms

Additional defined terms used in this prospectus supplement are defined in the prospectus.

ABS means the Absolute Prepayment Model which we use to measure prepayments on motor vehicle loans and which we describe under “Weighted Average Life of the Securities.”

ABS Tables means the tables captioned “Percent of Initial Note Principal Amount at Various ABS Percentages” and “Percent of Initial Certificate Balance at Various ABS Percentages” included under “Weighted Average Life of the Securities.”

Adjusted Pool Balance means, for any payment date, the excess, if any, of the Pool Balance on such payment date over the Yield Supplement Overcollateralization Amount for such payment date.

Available Amount means, for any payment date, the sum of all collections on the motor vehicle loans received during the related Collection Period [,] [and] the Repurchase Amounts received with respect to the motor vehicle loans repurchased by the depositor or purchased by the servicer during the related Collection Period [and the Yield Supplement Withdrawl Amount for such payment date].

Certificate Balance means $[            ] as of the closing date and, thereafter, will be an amount equal to the initial Certificate Balance, reduced by all amounts allocable to principal previously distributed to certificateholders.

Certificateholders’ Principal Distribution Amount means, for any payment date, the greater of (a) the excess, if any, of (i) the sum of (A) the Regular Principal Distribution Amount for such payment date, (B) the First Priority Principal Distribution Amount for such payment date and (C) the Second Priority Principal Distribution Amount for such payment date over (ii) the Noteholders’ Principal Distribution Amount for such payment date and (b) on the final payment date with respect to the certificates, the amount necessary to reduce the Certificate Balance to zero on that payment date.

Collection Period means, with respect to the first payment date, the period from and including the cutoff date to and including                 , 20        and, with respect to each subsequent payment date, the calendar month preceding the calendar month in which such payment date occurs.

Exemption means the individual administrative exemption granted by the U.S. Department of Labor to                 .

First Priority Principal Distribution Amount means, for any payment date, an amount equal to the greater of (a) the excess, if any, of (i) the outstanding principal balance of the notes on the immediately preceding payment date (after giving effect to all payments of principal of the notes on such immediately preceding payment date) over (ii) the Adjusted Pool Balance for such payment date and (b) on the final payment date with respect to any class of notes, the amount necessary to reduce the outstanding amount of such notes to zero on that payment date.

Foreign Investor means any person other than (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 U.S. federal income tax purposes regardless of its source, or (iv) a trust (a) that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the tax code or (b) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

Noteholders’ Principal Distribution Amount means, for any payment date, the outstanding principal balance of the notes on the immediately preceding payment date (after giving effect to all payments of principal of the notes on such immediately preceding payment date) minus the lesser of (a) the sum of (i) [            ]% of the Adjusted Pool Balance for such payment date and (ii) the Specified Reserve Account Balance on such

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payment date and (b) the Adjusted Pool Balance for such payment date minus the Target Overcollateralization Amount for such payment date. However, the Noteholders’ Principal Distribution Amount for any payment date will not exceed the Target Principal Distribution Amount for that payment date and the Noteholders’ Principal Distribution Amount for the final payment date with respect to any class of notes will be at least equal to the amount necessary to reduce the outstanding amount of such class of notes to zero on that payment date.

[Original Adjusted Pool Balance means $[            ].]

[Original Pool Balance means $[            ].]

Pool Balance as of any date of determination means the aggregate principal balance of the motor vehicle loans as of the close of business on the last day of the preceding Collection Period, after giving effect to all payments received from obligors and Repurchase Amounts to be remitted by the servicer or the depositor for such Collection Period and all losses realized on the motor vehicle loans liquidated during such Collection Period. The principal balance of a motor vehicle loan designated as a “defaulted receivable” will be zero. The servicer will designate a motor vehicle loan as a “defaulted receivable” when it has determined based on its usual collection practices and procedures that eventual payment in full of the motor vehicle loans is unlikely or when at least 10% of any scheduled payment is 240 or more days delinquent.

Principal Distribution Subaccount means, the administrative subaccount of the collection account established and maintained by the issuing entity.

Regular Principal Distribution Amount means, for any payment date, an amount equal to the excess, if any, of (a) the Target Principal Distribution Amount for such payment date over (b) the sum of the First Priority Principal Distribution Amount and Second Priority Principal Distribution Amount for such payment date.

[Required Rate means the sum of (i) the servicing fee rate of             % per annum and (ii) the percentage equivalent of a fraction, the numerator of which is equal to the sum of the product for each class of notes and for the certificates of (x) the fixed rate per annum at which interest will accrue on that class of notes or at which interest will be passed through on the certificates, (y) the initial principal amount of that class of notes or the initial Certificate Balance and (z) the projected weighted average life of that class of notes or of the certificates set forth in the ABS Tables based on an ABS percentage of             %, assuming the servicer purchases the motor vehicle loans on the earliest payment date on which it is permitted to do so, and the denominator of which is equal to the sum of the product for each class of notes and for the certificates of (1) the initial principal amount of that class of notes or the initial Certificate Balance and (2) the projected weighted average life of that class of notes or of the certificates set forth in the ABS Tables based on an ABS percentage of             %, assuming the servicer purchases the motor vehicle loans on the earliest payment date on which it is permitted to do so.]

Restricted Group means, for purposes of the Exemption, the underwriters, the owner trustee, the depositor, the servicer, any insurer with respect to the loans, and any obligor with respect to loans included in the investment pool constituting more than 5% of the aggregate unamortized principal balance of the assets in the investment pool and the affiliates of any of those parties.

Second Priority Principal Distribution Amount means, for any payment date, the greater of (a) the excess, if any, of (i) an amount equal to the excess, if any, of (A) the sum of the aggregate outstanding balance of the notes on the immediately preceding payment date (after giving effect to all payments of principal of the notes on such immediately preceding payment date) and the Certificate Balance of the certificates on the immediately preceding payment date (after giving effect to all distributions of principal with respect to the certificates on such immediately preceding payment date) over (B) the Adjusted Pool Balance for such payment date over (ii) the First Priority Principal Distribution Amount for such payment date and (b) on the final payment date with respect to the certificates, the amount necessary to reduce the Certificate Balance to zero on that payment date.

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Specified Reserve Account Balance means, on any payment date, [the lesser of (a) $[            ] (or [            ]% of the Original Adjusted Pool Balance) and (b) the sum of the aggregate outstanding balance of the notes and the Certificate Balance of the certificates on the immediately preceding payment date [the greater of (i) [            ]% of the [Adjusted] Pool Balance as of that payment date and (ii) [    ]% of the Original [Adjusted] Pool Balance, provided, that the Specified Reserve Account Balance will be calculated using [    ]% in clause (i) thereof if [describe applicable pool performance criteria].

Target Overcollateralization Amount means, for any payment date, the greater of (a) the excess, if any, of (i) [            ]% of the Adjusted Pool Balance for such payment date over (ii) the Specified Reserve Account Balance for such payment date and (b) [            ]% of the Original Adjusted Pool Balance.

Target Principal Distribution Amount means, for any payment date, the excess, if any, of (a) the sum of the aggregate outstanding balance of the notes on the immediately preceding payment date (after giving effect to all payments of principal of the notes on such immediately preceding payment date) and the Certificate Balance of the certificates on the immediately preceding payment date (after giving effect to all distributions of principal with respect to the certificates on such immediately preceding payment date) over (b) the Adjusted Pool Balance for such payment date minus the Target Overcollateralization Amount for such payment date.

[Yield Supplement Overcollateralization Amount means, with respect to any payment date, the amount specified below with respect to such payment date: [            ].

Yield Supplement Withdrawl Amount means, for any payment date, an amount equal to the lesser of (i) the amount of cash or other immediately available funds on deposit in the yield supplement account on such payment date and (ii) the aggregate amount by which one month’s interest (assuming a thirty-day month) on the principal balance of each Yield Supplemented Receivable as of the close of business on the last day of the second Collection Period preceding such payment date at the Required Rate exceeds one month’s interest (assuming a thirty-day month) on such principal balance at the annual contract rate of such Yield Supplemented Receivable.

Yield Supplemented Receivable means a motor vehicle loan that has an annual contract rate that is less than the Required Rate.]

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CHASE AUTO TRUSTS

Asset Backed Notes

Asset Backed Certificates

JPMorgan Chase Bank, National Association

Sponsor, Depositor and Servicer

Each issuing entity—

• will issue asset-backed notes and/or asset-backed certificates in one or more classes, rated in one of the four highest rating categories by at least one nationally recognized statistical rating organization,

• will own—

• a pool of motor vehicle loans secured by new or used automobiles or light-duty trucks,

• collections on those motor vehicle loans,

• security interests in the vehicles financed by those motor vehicle loans and

• funds in the accounts of the issuing entity and

• may have the benefit of some form of credit or payment enhancement.

Before you purchase any of these securities, be sure to read the risk factors beginning on page [    ] of this prospectus and the risk factors set forth in the related prospectus supplement.

Neither the securities nor the underlying motor vehicle loans are insured or guaranteed by the FDIC or any other governmental authority.

The notes and the certificates will represent obligations of or interests in the issuing entity only and will not represent obligations of or interests in JPMorgan Chase Bank, National Association or any of its affiliates.

The main sources of funds for making payments on an issuing entity’s securities will be collections on its motor vehicle loans and any enhancement that the issuing entity may have.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any related prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                  , 20    

Table of Contents

Reading this Prospectus and the Attached Prospectus Supplement	1
Where You Can Find Additional Information	1
Incorporation of Certain Documents by Reference	1
Copies of the Documents	1
Summary	2
Risk Factors	6
Interests of other persons in the financed vehicles could reduce the funds available to make payments on your securities.	6
Interests of other persons in the motor vehicle loans could reduce the funds available to make payments on your securities.	6
Our insolvency could result in accelerated, delayed or reduced payments to you.	7
Regulatory action could result in delayed or reduced payments to you.	7
Only the assets of the issuing entity are available to pay your securities.	8
Delays in collecting payments could occur if we cease to be the servicer.	8
Subordination may cause some classes of securities to bear additional credit risk.	8
Prepayments on the motor vehicle loans may adversely affect the average life of and rate of return on your securities.	9
You may suffer losses on your securities because the servicer will hold collections and commingle them with its own funds.	9
Additional motor vehicle loans may have different characteristics than the initial pool of motor vehicle loans.	10
You may experience a prepayment of your securities as a result of pre-funding.	10
You may suffer losses because you have limited control over the actions of the issuing entity.	10
You may suffer market value losses on your securities if the ratings on your securities are lowered or withdrawn.	10
You may experience a greater risk of loss on your securities due to the effect of the Servicemembers Civil Relief Act.	11
Use of Proceeds	12
The Issuing Entities	13
Property of Issuing Entity	13
The Owner Trustee	14
Management and Administration	15
JPMorgan Chase	17
General Securitization Experience	17
Securitization Program for Motor Vehicle Loans	17
The Motor Vehicle Loans	19
General	19
Origination of Motor Vehicle Loans	20
Underwriting of Motor Vehicle Loans	22
Insurance	23
Static Pool Data	24
Delinquency and Loan Loss Information	24
Servicing	25
Chase Auto Finance	25
Servicing Procedures	25
Collections	28
Servicing Compensation and Expenses	28
Advances	29
Net Deposits	29
Resignation of the Servicer	29
Assignment by the Servicer	30

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Termination of the Servicer	30
Liabilities of the Servicer; Indemnification of the Servicer	31
Issuing Entity Accounts	32
Distributions	33
Reports to Securityholders	33
Reports to be Filed with the SEC	35
Evidence of Compliance	36
Custody of Motor Vehicle Loans	36
Principal Documents	37
Credit and Other Enhancements	39
Payments on the Securities	41
General	41
Weighted Average Life of the Securities	41
Interest Payments	43
Form of Securities	45
Book-Entry Registration	45
Definitive Securities	49
List of Securityholders	50
The Indenture	51
Collateral	51
Events of Default	51
Notice of Events of Default	53
Certain Covenants	53
Satisfaction and Discharge of Indenture	54
Modifications of the Indenture	54
The Indenture Trustee	55
Sale of Motor Vehicle Loans	57
Sale and Assignment of Motor Vehicle Loans	57
Repurchase of Motor Vehicle Loans	58
Protection of the Issuing Entity Property	59
Additional Provisions of Transfer and Servicing Agreements	60
Amendments	60
Termination	60
Material Legal Aspects of the Motor Vehicle Loans	62
Security Interests in the Motor Vehicle Loans	62
Security Interests in the Financed Vehicles	62
Consumer Protection Laws	64
Other Litigation	65
Legal Aspects of Our Transfer and Servicing of the Motor Vehicle Loans	66
Certain Matters Relating to Conservatorship or Receivership	66
Certain Regulatory Matters	67
Material Federal Income Tax Consequences	69
Tax Characterization of the Issuing Entity	70
Tax Characterization of the Issuing Entity in Which All Certificates are Retained by the Depositor or an Affiliate	70
Tax Consequences to Noteholders	70
Possible Alternative Classification of the Notes	73
Tax Consequences to Certificateholders	73
State Tax Consequences	77
Employee Benefit Plan Considerations	77
Plan of Distribution	78
Ratings	79
Legal Matters	79
Glossary of Terms for Prospectus	80

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Reading this Prospectus and the Attached Prospectus Supplement

We provide information on your securities in two separate documents that offer varying levels of detail:

• this prospectus provides general information, some of which may not apply to a particular series of securities, including your securities, and

• the attached prospectus supplement will provide a summary of the specific terms of your securities.

We include cross references to sections in these documents where you can find further related discussions. Refer to the table of contents in the front of each document to locate the referenced sections.

You will find a glossary of defined terms used in this prospectus on page [    ].

You should rely only on the information contained in this prospectus and the attached prospectus supplement, including any information incorporated by reference. We have not authorized anyone to provide you with different information. The information in this prospectus or the attached prospectus supplement is only accurate as of the dates on their respective covers.

In this prospectus, the terms “JPMorgan Chase”, “we”, “us” and “our” refer to JPMorgan Chase Bank, National Association.

Where You Can Find Additional Information

We have filed a registration statement with the SEC, under the Securities Act of 1933, as amended. This prospectus is part of the registration statement but the registration statement includes additional information.

We will file with the SEC all required annual, monthly and special SEC reports and other information about any issuing entity we originate.

You may read and copy any reports, statements or other information that we file with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference facilities by calling the SEC at 1-800-732-0330. Also, the SEC maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

Incorporation of Certain Documents by Reference

The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the related prospectus supplement. We incorporate by reference any future annual, monthly or special SEC reports and proxy materials filed by or on behalf of an issuing entity until we terminate our offering of the securities issued by that issuing entity.

Copies of the Documents

You may receive a free copy of any or all of the documents incorporated by reference in this prospectus or incorporated by reference into the attached prospectus supplement if:

• you received this prospectus and

• you request copies from us, JPMorgan Chase Bank, National Association, Attention: Investor Relations, 270 Park Avenue, New York, New York 10017 (telephone: (212) 270-6000).

This offer only includes the exhibits to documents if those exhibits are specifically incorporated by reference in those documents. You may also read and copy these materials at the public reference facilities of the SEC in Washington, D.C. referred to above.

Summary

The following summary is a short description of the main structural features that an issuing entity’s securities may have. For that reason, this summary does not contain all of the information that may be important to you or that describes all of the terms of a security. To fully understand the terms of an issuing entity’s securities, you will need to read both this prospectus and the related prospectus supplement in their entirety.

Issuing Entities

We will form a separate issuing entity to issue each series of securities. Each issuing entity will be created by an agreement between us and an owner trustee.

Sponsor, Depositor, Servicer and Administrator

We will be the sponsor and the administrator of each issuing entity and the depositor into each issuing entity. We will be responsible for the servicing of the motor vehicle loans transferred by us to each issuing entity. We will perform our obligations as servicer through our wholly-owned subsidiary, Chase Auto Finance Corp. We are a wholly-owned subsidiary of JPMorgan Chase & Co. We are a commercial bank offering a wide range of banking services to our customers, both domestically and internationally.

The address of the principal executive offices of JPMorgan Chase Bank, National Association is 1111 Polaris Parkway, Columbus, Ohio 43240. Our telephone number is (800) 992-7169.

Originator

Unless otherwise specified in the related prospectus supplement, we or one of our affiliates will be the originator of the motor vehicle loans transferred to each issuing entity.

Owner Trustee

The prospectus supplement will name the owner trustee for the issuing entity.

Indenture Trustee

The prospectus supplement will name the indenture trustee.

Securities

Each issuing entity will issue one or more classes of notes and may issue one or more classes of certificates. You will find the following information about each class of securities in the related prospectus supplement:

• its principal amount,

• its interest rate, which may be fixed or variable or a combination of fixed and variable rates,

• the timing, amount and priority or subordination of payments of principal and interest,

• the method for calculating the amount of principal payments,

• whether or not distributions of principal or interest will be delayed or not made upon the occurrence of specified events,

• whether payments of principal and interest may or may not be made from designated portions of the motor vehicle loans,

• its final payment date and

• whether and when it may be redeemed prior to its final payment date.

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Some classes of securities may be entitled to:

• principal payments with disproportionate, nominal or no interest payments or

• interest payments with disproportionate, nominal or no principal payments.

The prospectus supplement will identify any class of securities issued by an issuing entity that is not being offered to the public. After issuing the securities described in the prospectus supplement relating to an issuing entity, that issuing entity will not issue any additional securities.

The Motor Vehicle Loans and Other Trust Property

The motor vehicle loans included in each issuing entity will be retail installment sale contracts and purchase money notes and other notes secured by new and used automobiles and light-duty trucks and other property, including:

• the rights to receive payments made on the motor vehicle loans on and after the cutoff date specified in the related prospectus supplement,

• security interests in the vehicles financed by the motor vehicle loans and

• any proceeds from claims on various related insurance policies.

You will find a description of the characteristics of the issuing entity’s motor vehicle loans in the prospectus supplement.

For a more detailed description of the motor vehicle loans, including the criteria they must meet in order to be included in an issuing entity and the other property supporting the securities, refer to the section of this prospectus entitled “The Motor Vehicle Loans.”

Other Property of the Issuing Entity

In addition to the motor vehicle loans, each issuing entity will own amounts on deposit in various accounts, which may include:

• an account into which collections are deposited,

• a pre-funding account to fund post-closing purchases of additional motor vehicle loans,

• an account providing yield enhancement to the motor vehicle loans,

• one or more reserve accounts or other accounts providing credit enhancement or

• an account into which deposits are made until applied to the securities on the dates targeted for payment of principal.

Purchase of Motor Vehicle Loans After the Closing Date

If an issuing entity has not purchased all of its motor vehicle loans at the time you purchase your securities, it will purchase the remainder of its motor vehicle loans from JPMorgan Chase over a period specified in the prospectus supplement. Some issuing entities may during a period specified in the prospectus supplement, use collections on its motor vehicle loans to purchase additional motor vehicle loans.

Repurchases of Motor Vehicle Loans

As of the last day of the second month (or, at the option of the depositor, the first month), following the discovery by or notice to the depositor of the failure of a motor vehicle loan to meet the applicable eligibility

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criteria or the breach of certain representations and warranties relating to the issuing entity’s interest in the motor vehicle loans which failure or breach materially and adversely affects the interests of the issuing entity in such motor vehicle loan, the depositor will be obligated to repurchase that motor vehicle loan from the issuing entity unless such failure is cured. The purchase price payable to the issuing entity will be the unpaid principal balance of that motor vehicle loan plus accrued interest thereon at the contract rate to the last day of the month of repurchase.

Consistent with its normal servicing procedures, the servicer may, in its sole discretion, arrange with the obligor on a motor vehicle contract to extend or modify the payment schedule. Some of such arrangements may result in the servicer repurchasing such a motor vehicle loan. The servicer is also obligated to repurchase a motor vehicle loan if the servicer does not maintain the security interest in the related financed vehicle in the manner required by the sale and servicing agreement.

The servicer will be deemed to have purchased a motor vehicle loan if it deposits in the collection account amounts that it mistakenly believes are collections resulting in the payment in full of that motor vehicle loan and discovers its error after the payment date following such deposit.

Generally, the servicer will have the option to purchase the motor vehicle loans of each issuing entity on any payment date when the aggregate principal balance of the motor vehicle loans sold to the issuing entity has declined to the percentage specified in the prospectus supplement or less of the initial principal balance. Upon the purchase of the motor vehicle loans, the securities of that issuing entity will be prepaid in full.

Credit or Payment Enhancement

The prospectus supplement will specify the credit or payment enhancement, if any, for each issuing entity. Credit or payment enhancement may consist of one or more of the following:

• subordination of one or more classes of securities,

• excess spread, i.e., interest earned on the motor vehicle loans in excess of the sum of the amount required to be paid on the securities and the servicing fees and other expenses of the issuing entity,

• one or more reserve accounts or cash deposits providing funds that will be available to cover expenses and payments on the securities not covered by collections on the motor vehicle loans,

• a yield supplement agreement, account or overcollateralization amount,

• overcollateralization, i.e., the amount by which the principal amount of the motor vehicle loans exceeds the principal amount of all of the issuing entity’s securities,

• a letter of credit or other credit facility,

• a liquidity facility or other liquidity arrangements,

• a surety bond,

• a guaranteed investment contract or guaranteed rate agreement,

• interest rate swaps, caps or other interest rate protection agreements or

• repurchase or put obligations.

Limitations or exclusions from coverage could apply to any form of credit or payment enhancement. The prospectus supplement will describe the credit or payment enhancement and related limitations and exclusions applicable to securities issued by an issuing entity. Enhancements cannot guarantee that losses will not be incurred on the securities.

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For more information about credit enhancement refer to the section of this prospectus entitled, “Credit and Other Enhancement.”

Servicing Fees

Each issuing entity will pay the servicer a servicing fee based on the outstanding balance of the motor vehicle loans. The amount of the servicing fee will be in the related prospectus supplement. The servicer will also be entitled to retain as supplemental servicing compensation the fees and charges paid by obligors. In addition, if set forth in the related prospectus supplement, the servicer will be entitled to receive investment income on amounts on deposit in the issuing entity’s accounts.

For more information on servicing compensation for a particular issuing entity refer to the section of the corresponding prospectus supplement entitled “Fees and Expenses of the Issuing Entity.”

Servicer Advances

The servicer may make advances of delinquent payments on the motor vehicle loans. The related prospectus supplement will describe the terms and conditions of those advances.

If the servicer makes advances, it will be entitled to reimbursement from other collections of the issuing entity for advances that are not repaid out of collections of the related delinquent payments.

Tax Status

At the time of the issuance of notes and/or certificates by an issuing entity, Simpson Thacher & Bartlett LLP, special tax counsel, will deliver its opinion that, for U.S. federal income tax purposes:

• any notes issued by the issuing entity will be treated as debt and

• the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

By purchasing a certificate, you will agree to treat the issuing entity issuing such certificate as a partnership in which the certificateholders are partners for federal, state and local income tax purposes. Alternative characterizations of the issuing entity and the certificates issued by the issuing entity are possible.

For additional information concerning the application of federal tax laws to your securities refer to the section of this prospectus entitled “Material Federal Income Tax Considerations.”

Employee Benefit Plan Considerations

If you are investing the assets of an employee benefit plan, arrangement or account that is subject to ERISA, the tax code or any similar laws or regulations, or an entity whose underlying assets are considered to include the assets of any employee benefit plan, arrangement or account, you should carefully review the matters discussed in the section of this prospectus and in the section of the attached prospectus supplement entitled “Employee Benefit Plan Considerations” before investing in the securities.

Form, Denomination and Record Date

Your securities may be issued in definitive form or in book-entry form. If they are issued in book-entry form, you will not receive your securities in definitive form. You may purchase securities in the denominations set forth in the prospectus supplement. The record date for payment on your securities will be set forth in the prospectus supplement.

For additional information concerning the form of your securities refer to the section of this prospectus entitled “Form of Securities—Book-Entry Registration” and “—Definitive Securities.”

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Risk Factors

You should consider the following risk factors in deciding whether to purchase any of the securities.

Interests of other persons in the financed vehicles could reduce the funds available to make payments on your securities.

If another person acquires a security interest or other interest in a financed vehicle that is superior to the issuing entity’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on the securities.

The issuing entity’s security interest in the financed vehicles could be impaired for one or more of the following reasons:

• JPMorgan Chase, or if the motor vehicle loan was originated by an affiliate of JPMorgan Chase, that affiliate, might fail to perfect its security interest in the related financed vehicle,

• another person may acquire an interest in a financed vehicle that is superior to the issuing entity’s security interest through fraud, forgery, negligence or error,

• the issuing entity may not have a security interest in the financed vehicles in certain states because the certificates of title for the financed vehicles will not be amended to reflect the assignment of a security interest in the financed vehicles to the issuing entity and may not have been amended to reflect an earlier assignment of a security interest in the financed vehicles to JPMorgan Chase by the affiliate of JPMorgan Chase who originated the related motor vehicle loan,

• holders of some types of liens, such as tax liens or mechanics liens, may have priority over the issuing entity’s security interest and

• the issuing entity may lose its security interest in financed vehicles confiscated by the government.

JPMorgan Chase will not be required to repurchase a motor vehicle loan if the security interest in the related financed vehicle or the motor vehicle loan becomes impaired after it sold the motor vehicle loan to the issuing entity.

Interests of other persons in the motor vehicle loans could reduce the funds available to make payments on your securities.

If another person acquires an interest in a motor vehicle loan that is superior to the issuing entity’s interest in the motor vehicle loan, the proceeds of that motor vehicle loan may not be available to make payments on the securities.

A creditor of a dealer that originated a motor vehicle loan in electronic form may have an interest in that motor vehicle loan that is prior to the interest of the issuing entity if the methods by which the authoritative copy of that electronic contract was assigned to the originator and by which the servicer maintains control over such authoritative copy are not sufficient under the applicable provisions of the UCC to perfect the assignment of such electronic contract to the originator.

In addition, after the transfer of motor vehicle loans to an issuing entity, the servicer or a third party vendor for the servicer will retain possession of the paper contracts on behalf of the issuing entity and the servicer will maintain control over the authoritative copies of the electronic contracts on behalf of the issuing entity. A purchaser of the motor vehicle loans who gives new value and is able to take possession of the paper contracts and/or obtain control over the electronic contracts in the ordinary course of its business will have priority over the issuing entity’s interest in the motor vehicle loans if that purchaser acted in good faith without knowledge that the purchase of the motor vehicle loans violated the rights of a third party. A purchaser could obtain possession of the paper contracts or control over the electronic contracts through the fraud, forgery, negligence or error of other parties.

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Our insolvency could result in accelerated, delayed or reduced payments to you.

We are chartered as a national banking association and are subject to regulation and supervision by the Office of the Comptroller of the Currency. If we become insolvent, are in an unsound condition or engage in certain violations of our bylaws or regulations or if other similar circumstances occur, the Comptroller is authorized to appoint the FDIC as conservator or receiver. If the FDIC is appointed as our conservator or receiver, payments of principal and interest on your securities could be delayed or reduced.

Under such circumstances, the FDIC, as conservator or receiver, is authorized to repudiate any contract of JPMorgan Chase. This authority may permit the FDIC to repudiate the transfer of motor vehicle loans to an issuing entity. Under an FDIC regulation, however, the FDIC, as conservator or receiver, will not use its repudiation authority to reclaim, recover or recharacterize financial assets, such as motor vehicle loans, transferred by a bank if certain conditions are met, including that the transfer qualifies for sale accounting treatment, was made for adequate consideration, and was not made fraudulently, in contemplation of insolvency, or with the intent to hinder, delay or defraud the bank or its creditors. We believe that this FDIC regulation will apply to the transfer of motor vehicle loans under a sale and servicing agreement to an issuing entity in the manner contemplated by this prospectus and intend on satisfying the conditions of the regulation.

If the FDIC, as conservator or receiver, nevertheless repudiated our transfer of motor vehicle loans to an issuing entity, the FDIC would be required to pay “actual direct compensatory damages” measured as of the date of conservatorship or receivership. Such damages do not include damages for lost profits or opportunity, and no damages would be paid for the period between the date of conservatorship or receivership and the date of repudiation. The FDIC could delay its decision to repudiate our transfer of motor vehicle loans to an issuing entity for a reasonable period following its appointment as our conservator or receiver.

Even if the FDIC did not repudiate our transfer of motor vehicle loans to an issuing entity, the FDIC, as conservator or receiver, could:

• require the owner trustee or the indenture trustee to go through an administrative claims procedure to establish its rights to payments collected on the motor vehicle loans,

• request a stay of proceedings with respect to the issuing entity’s claims against us, or

• repudiate without compensation and refuse to perform our ongoing obligations under a sale and servicing agreement, such as our duty to collect payments or otherwise service the motor vehicle loans, or our obligations under an administration agreement to provide administrative services to an issuing entity.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as conservator or receiver, and (2) any property in the possession of the FDIC, as conservator or receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC.

In addition, the FDIC, as conservator or receiver, may have the power to (i) prevent an indenture trustee or the securityholders from appointing a new servicer under a sale and servicing agreement or (ii) authorize us to stop servicing the motor vehicle loans of an issuing entity.

If the FDIC were to take any of those actions, payments of principal and interest on your securities could be delayed or reduced.

Regulatory action could result in delayed or reduced payments to you.

Federal banking agencies have broad enforcement powers over us. If the appropriate banking agency were to find that any agreement or contract, including a sale and servicing agreement or an administration agreement,

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to which we are a party or the performance of any of our obligations under such an agreement or contract constitutes an unsafe or unsound practice, violates any law, rule, regulation, or written condition or agreement applicable to us or would adversely affect our safety and soundness, that banking agency has the power to order us, among other things, to rescind that agreement or contract, refuse to perform that obligation, terminate that activity, or take such other action as that banking agency determines to be appropriate. If an appropriate banking agency did reach such a conclusion, and ordered or directed us to rescind or amend a sale and servicing agreement and/or an administration agreement, payments to you could be delayed or reduced, we may not be liable to you for contractual damages for complying with such an order or directive, and you may not have any legal recourse against that banking agency.

Only the assets of the issuing entity are available to pay your securities.

Neither we nor any of our affiliates are obligated to make any payments in respect of the securities of an issuing entity or the motor vehicle loans owned by an issuing entity. Therefore, you must rely solely on the assets of the issuing entity for repayment of your securities. If these assets are insufficient, you may suffer losses on your securities.

The assets of an issuing entity will consist solely of its motor vehicle loans and, to the extent specified in the prospectus supplement, various deposit accounts and any credit or payment enhancement.

Amounts on deposit in any account providing credit enhancement or other credit enhancement provided will be limited and subject to depletion. The amount required to be on deposit in any account providing credit enhancement or any other credit enhancement will be limited in amount. If the amount is depleted to cover shortfalls in distributions of principal and interest on your securities, the issuing entity will depend solely on collections on the motor vehicle loans and any other credit or payment enhancement to make payments on your securities. In addition, the minimum required balance in an account providing credit enhancement may decrease as the outstanding balance of the motor vehicle loans decreases.

You may suffer losses upon a liquidation of the motor vehicle loans if the proceeds of the liquidation are less than the amounts due on the outstanding securities. Under the circumstances described in this prospectus, the motor vehicle loans of an issuing entity may be sold after the occurrence of an event of default. The related securityholders will suffer losses if the issuing entity sells the motor vehicle loans for less than the total amount due on its securities. We cannot assure you that sufficient funds would be available to repay those securityholders in full.

Delays in collecting payments could occur if we cease to be the servicer.

If we were to cease acting as the servicer, the processing of payments on the motor vehicle loans and information relating to collections could be delayed, which could delay payments to you. We can be removed as servicer if we default on our servicing obligations as described in this prospectus. We may also resign as servicer under the circumstances described in this prospectus.

Subordination may cause some classes of securities to bear additional credit risk.

The rights of the holders of any class of securities to receive payments of interest and principal may be subordinated to one or more other classes of securities or to the rights of other parties such as swap counterparties.

Holders of subordinated classes of securities will bear more credit risk than senior classes. Subordination may take the following forms:

• interest payments on any date on which interest is due may first be allocated to the more senior classes or to other parties such as swap counterparties,

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• principal payments on the subordinated classes might not begin until the principal of the more senior classes is repaid in full,

• principal payments on the more senior classes may be made on a payment date before interest payments on the subordinated classes are made,

• subordinated classes bear the risk of losses on the motor vehicle loans and the resulting cash shortfalls before the more senior classes and

• if the indenture trustee sells the motor vehicle loans after an event of default, the net proceeds of that sale may be allocated first to pay principal and interest on the more senior classes.

The timing and priority of payment, seniority, allocations of losses and methods of determining payments on the respective classes of securities of any issuing entity will be described in the related prospectus supplement.

Prepayments on the motor vehicle loans may adversely affect the average life of and rate of return on your securities.

Faster than expected prepayments on the motor vehicle loans will cause the issuing entity to make payments on its securities earlier than expected. You may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your securities. We cannot predict the effect of prepayments on the average life of your securities.

All the motor vehicle loans by their terms may be prepaid at any time. Prepayments include:

• prepayments in whole or in part by the obligor,

• liquidations due to default,

• partial payments with proceeds from physical damage, credit life and disability insurance policies,

• a required repurchase of a motor vehicle loan from an issuing entity by the depositor or the servicer, resulting from a breach of representation, warranty or covenant and

• an optional repurchase of motor vehicle loans from an issuing entity by the servicer when their aggregate principal balance is equal to or less than the percentage of the initial aggregate principal balance specified in the related prospectus supplement.

A variety of economic, social and other factors will influence the rate of optional prepayments on the motor vehicle loans and the rate of defaults.

The final payment of each class of securities is expected to occur prior to its final scheduled payment date because of the prepayment and purchase considerations set forth above. If sufficient funds are not available to pay any class of notes in full on its final payment date, an event of default will occur and final payment of that class of notes will occur later than its final payment date.

In addition, the servicer may, on a case-by-case basis, permit extensions of the due dates of payments on the motor vehicle loans in accordance with its normal and customary servicing practices and procedures. Deferral or extensions may increase the weighted average life of the securities. The servicer will not be permitted to grant an extension or deferral if as a result the final scheduled payment date on a motor vehicle loan would fall on or after the last day of the calendar month immediately preceding the final payment date of the related securities unless the servicer purchases the affected motor vehicle loan.

You may suffer losses on your securities because the servicer will hold collections and commingle them with its own funds.

Provided that the conditions established by the rating agencies rating the securities issued by an issuing entity are satisfied, the servicer will generally be permitted to hold with its own funds collections received from obligors on the motor vehicle loans held by that issuing entity until the day prior to the next date on which

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distributions are made on the securities issued by that issuing entity. During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate them from its own funds. If it is unable for any reason to pay these amounts to the issuing entity on the payment date, you might incur a loss on your securities.

Additional motor vehicle loans may have different characteristics than the initial pool of motor vehicle loans.

An issuing entity may not have purchased all of its motor vehicle loans at the time you purchase your securities. It may purchase the remainder of its motor vehicle loans from the depositor over a period specified in the related prospectus supplement. The additional motor vehicle loans will not be required to have any particular characteristics. The additional motor vehicle loans may be originated by JPMorgan Chase or an affiliate thereof at a later date using criteria different from those applied to the initial pool of motor vehicle loans and may be of a different credit quality and seasoning. In addition, following the transfer of the additional motor vehicle loans to the issuing entity, the characteristics of the pool of motor vehicle loans held by the issuing entity may vary from those of the initial motor vehicle loans. As a result the overall credit quality of the motor vehicle loan pool may decline. Any resulting increase in defaults will result in an increased rate of prepayments and a greater risk of loss.

You may experience a prepayment of your securities as a result of pre-funding.

If the principal amount of additional motor vehicle loans transferred to an issuing entity during the funding period specified in the prospectus supplement is less than the amount set aside in a pre-funding account on the closing date to purchase additional motor vehicle loans, the amount remaining in that account at the end of the funding period will be applied to the prepayment of the securities issued by the issuing entity. The amount remaining in the pre-funding account at the end of the funding period will depend on the originator’s ability to generate a sufficient amount of additional motor vehicle loans during the funding period. Any premium paid to you with any prepayment may not be sufficient to compensate you for any difference between the yield on your securities and the yield at which you may reinvest the prepayment proceeds.

You may suffer losses because you have limited control over the actions of the issuing entity.

Each issuing entity will pledge its property to the indenture trustee to secure payment of the notes, including its rights under the sale and servicing agreement. As a result, the indenture trustee, not the holders of the certificates issued by the issuing entity, will have the right to take certain actions in connection with the administration of the issuing entity property, including, under certain circumstances, selling the motor vehicle loans at the direction of the noteholders. In addition, the noteholders will have the right to waive the occurrence of a servicer default and to terminate the servicer upon the occurrence of a servicer default. The holders of the certificates will not have these rights until the notes have been paid in full.

You may suffer market value losses on your securities if the ratings on your securities are lowered or withdrawn.

A security rating is not a recommendation to purchase, hold or sell securities. The ratings are an assessment by the applicable rating agencies of the likelihood that interest on the securities will be paid on a timely basis and that the principal of the securities will be paid in full by their final scheduled payment dates. The ratings do not consider to what extent the securities will be subject to prepayment or that principal will be paid prior to their final scheduled payment dates. The ratings do not consider the prices of the securities or their suitability to a particular investor. The rating agencies may revise or withdraw the ratings at any time. The ratings of the securities may be lowered by the rating agencies as a result of losses on the related motor vehicle loans in excess of the levels contemplated by the rating agencies at the time of their initial rating analysis. Neither the depositor nor the sponsor nor any of their respective affiliates will have any obligation to replace or supplement any credit support, or to take any other action to maintain any ratings of the securities. Accordingly, there can be no

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assurance to you that the ratings assigned to your securities on the date on which your securities are originally issued will not be lowered or withdrawn by a rating agency at any time thereafter. If any rating is revised or withdrawn, the liquidity or the market value of your securities may be adversely affected.

You may experience a greater risk of loss on your securities due to the effect of the Servicemembers Civil Relief Act.

Under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into a motor vehicle loan before entering into military service or, in the case of reservists, before being placed on active duty, are entitled, upon appropriate written notice to the creditor, to a reduction in the rate at which interest accrues on their motor vehicle loans to 6% per annum during their period of active service unless a court orders otherwise upon application of the creditor. In addition, the Relief Act requires a creditor seeking to repossess the vehicle of an individual covered by the Relief Act to obtain a court order before it can do so and permits the court to stay the proceeding for as long as the court determines justice and equity require. The U.S. military operations in Afghanistan and Iraq have increased and may in the future increase the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. There are also similar state laws that may relieve, reduce, adjust or extend the obligations under, or the rights of a creditor with respect to, the motor vehicle loans of members of the military or other forms of governmental service and the motor vehicle loans of their dependents. Because the Relief Act and most similar state laws cover obligors who enter military or other service (including reservists who are called to active duty) after origination of the motor vehicle loan, no information can be provided as to the number of motor vehicle loans transferred to an issuing entity that may be affected thereby. Any resulting shortfalls in interest or principal payments on the motor vehicle loans owned by an issuing entity will reduce the amount available to make payments on the securities issued by the issuing entity.

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Use of Proceeds

We will apply the net proceeds from the sale of the securities of an issuing entity as follows:

• if the issuing entity has a pre-funding account, to make a capital contribution to the issuing entity by making a deposit into that account,

• if the issuing entity has a yield supplement account, to make a capital contribution to the issuing entity by making a deposit into that account,

• if the issuing entity has a reserve account, to make a capital contribution to the issuing entity by making the initial deposit into that account and

• for any other purposes specified in the related prospectus supplement.

We will add the remaining funds received by us to our general funds.

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The Issuing Entities

We will establish a separate trust pursuant to a trust agreement to act as the issuing entity in connection with the issuance of each series of asset-backed notes and asset-backed certificates.

Each issuing entity will only engage in the following activities:

• entering into the applicable transfer and servicing agreements,

• acquiring, holding and managing its motor vehicle loans, their proceeds, its credit or other enhancement, if any, and other assets of the issuing entity,

• issuing its securities,

• making payments on the securities and

• engaging in other activities that are necessary, suitable or incidental to the above activities.

The operations of each issuing entity will be governed by the applicable trust agreement and indenture. An issuing entity will not have the discretion under the applicable trust agreement to engage in activities other than those described above. The trust agreement governing an issuing entity may be amended by the depositor and the owner trustee, without the consent of the holders of the securities issued by that issuing entity, to cure any ambiguity or defect, to correct or supplement any provisions in the trust agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the trust agreement or of modifying in any manner the rights of the securityholders so long as the depositor delivers an opinion of counsel that the amendment does not materially and adversely affect the interests of any securityholder. Additionally, a trust agreement governing an issuing entity may be amended by the depositor and the owner trustee, with the consent of the noteholders holding not less than a majority of the outstanding principal balance of the notes issued by that issuing entity and the holders of certificates issued by that issuing entity evidencing not less than a majority of the certificate balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the trust agreement or modifying in any manner the rights of the noteholders or the certificateholders. However, if any such amendment would increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the motor vehicle loans in that issuing entity or distributions that are required to be made for the benefit of the noteholders or the certificateholders or reduce the aforesaid percentages required to consent to any such amendment, the consent of all noteholders and certificateholders will be required. In addition, the indenture will contain restrictions on the issuing entity’s activities. For information concerning these restrictions and the provisions governing the amendment of these restrictions, refer to the sections of this prospectus entitled “The Indenture—Certain Covenants” and “—Modifications of the Indenture.”

Property of Issuing Entity

The property of each issuing entity will include:

• a pool of motor vehicle loans and all payments due or received from the obligors under those motor vehicle loans on and after the cutoff date specified in the related prospectus supplement,

• amounts held from time to time in issuing entity accounts established and maintained pursuant to the related sale and servicing agreement,

• security interests in the vehicles financed by the motor vehicle loans,

• our rights to proceeds of breach of representation and warranty claims against the dealers from whom we acquired the motor vehicle loans,

• an assignment of our right to receive proceeds from claims on theft and physical damage insurance policies, including GAP, covering the vehicles financed by the motor vehicle loans or on credit life and credit disability insurance policies covering the obligors under the motor vehicle loans, as the case may be,

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• vehicles financed by the motor vehicle loans that have been repossessed by the servicer on behalf of the issuing entity, and

• certain rights under swap agreements or other interest rate protection agreements, if any, and any and all proceeds of the above property.

If provided in the related prospectus supplement, the property of an issuing entity may include one or more reserve accounts maintained in the name of the related indenture trustee, a yield supplement agreement and/or a yield supplement account or other form of credit enhancement described in this prospectus.

On or before the closing date of an issuing entity, we will transfer a pool of motor vehicle loans having an aggregate principal balance specified in the related prospectus supplement to the issuing entity in exchange for the securities issued by that issuing entity.

Subsequent and Additional Motor Vehicle Loans. If provided in the related prospectus supplement, we will convey to the issuing entity additional motor vehicle loans and the related property having an aggregate principal balance approximately equal to the amount deposited in the pre-funding account on the closing date as frequently as daily during the funding period, not to exceed one year, specified in the prospectus supplement. The amount deposited into the pre-funding account for an issuing entity will not exceed 50% of the proceeds of the offering of securities by that issuing entity. These motor vehicle loans will also be assets of the issuing entity.

If provided in the related prospectus supplement, an issuing entity may use collections on its motor vehicle loans to purchase additional motor vehicle loans from us over a period, not to exceed three years, specified in the prospectus supplement. These motor vehicle loans will also be assets of the issuing entity.

If an issuing entity includes subsequent motor vehicle loans or additional motor vehicle loans, the overall characteristics of the pool of motor vehicle loans held by the issuing entity may vary from those of the initial pool of motor vehicle loans transferred to the issuing entity. Those additional motor vehicle loans may be originated at a later date using credit criteria different from those which were applied to the initial pool of motor vehicle loans and may be of a different credit quality and seasoning.

The Owner Trustee

The owner trustee for each issuing entity will be specified in the related prospectus supplement. The owner trustee’s liability in connection with the issuance and sale of the securities issued by the issuing entity is limited solely to the express obligations of the owner trustee set forth in the related trust agreement. The owner trustee will not be accountable under any circumstance under any transfer and servicing agreement except for its own willful misconduct, bad faith, gross negligence or breach of an explicit representation or warranty.

The administrator is obligated to perform on behalf of the owner trustee all of the administrative functions of the owner trustee under the trust agreement and the other Related Documents. The owner trust will be deemed to have discharged its duties and responsibilities under the trust agreement and the Related Documents to the extent that the administrator has agreed in the administration agreement to perform those acts or duties, and the owner trustee will not be liable for the default or failure of the administrator to carry out its obligations under the administration agreement.

The owner trustee will not be required to expend or risk its own funds in performing its obligations under the trust agreement or exercising any of its rights unless it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured or provided to it. The owner trustee will be under no obligation to exercise any of its rights or powers under the trust agreement, at the request of any certificateholder, unless such certificateholder has offered to the owner trustee security or indemnity satisfactory to it. The owner trustee, upon receipt of any resolutions, certificates, statements, opinions, reports or other instruments that are required to be furnished to it, will be obligated to examine them to determine whether they conform to the requirements of the trust agreement or the other Related Documents.

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The owner trustee is not obligated to notify the certificateholders or any other party of the occurrence of any event of default under any of the Related Documents.

An owner trustee may resign at any time by giving the administrator written notice of its resignation. The administrator will be obligated to appoint a successor owner trustee. The administrator may also remove the owner trustee if the owner trustee ceases to be eligible to continue as owner trustee under the related trust agreement, becomes legally unable to act or becomes insolvent. In these circumstances, the administrator will be obligated to appoint a successor owner trustee. Any resignation or removal of an owner trustee and appointment of a successor owner trustee will not become effective until acceptance of the appointment by the successor owner trustee. The administrator is responsible for the expenses incurred in changing the owner trustee.

The servicer will be obligated to indemnify the owner trustee and to pay its reasonable fees and expenses. If the servicer does not provide indemnification to the owner trustee, the owner trustee may be indemnified from the assets of the related issuing entity. No indemnification will be permitted to be paid on any payment date until the holders of the securities issued by the issuing entity and the servicer have been paid all amounts otherwise due to them on that date and the amount on deposit in any enhancement account equals its required amount.

The principal offices of each issuing entity and the entity named as owner trustee of that issuing entity will be specified in the related prospectus supplement.

Management and Administration

Owner Trustee. The owner trustee’s main duties under the trust agreement will be to create the issuing entity by filing a certificate of trust with the Delaware Secretary of State, to maintain the distribution account for the certificateholders and to execute the Related Documents on behalf of the issuing entity. The owner trustee of an issuing entity will have limited powers. The owner trustee will not have the power, except upon the written direction of the holders of the certificates issued by that issuing entity holding a majority of the certificate balance, to remove the servicer of that issuing entity under the applicable sale and servicing agreement, to remove the administrator of that issuing entity under the applicable administration agreement or, except as expressly provided in the sale and servicing agreement, the indenture or the trust agreement, to sell the motor vehicle loans held by that issuing entity or any interest therein.

The owner trustee of an issuing entity will not have the power, among other things, to initiate or settle any material claim or lawsuit brought by that issuing entity, to amend the indenture where consent of noteholders is required, or not required if such an amendment would materially adversely affect the interests of the holders of the certificates issued by that issuing entity, to amend the applicable sale and servicing agreement, except where consent of the holders of the certificates issued by that issuing entity is not required, or to remove the indenture trustee and appoint a successor indenture trustee, unless at least 30 days before the taking of such action, the owner trustee notifies the holders of the certificates issued by that issuing entity of the proposed action and such certificateholders shall not have notified the owner trustee in writing prior to the 30th day after such notice is given that they have withheld consent or provided alternative direction.

Administrator. Each issuing entity will be administered by us as administrator acting pursuant to the administration agreement between JPMorgan Chase and the issuing entity. Our duties as administrator will include, among other things:

• monitoring the activities of the issuing entity and directing the owner trustee to take all necessary actions required under the indenture and the sale and servicing agreement,

• preparing (or causing to be prepared) all documents, reports, filings, instruments, certificates and opinions that the indenture and the sale and servicing agreement require the issuing entity to prepare and deliver,

• maintaining a note registrar and a paying agent,

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• obtaining and preserving the issuing entity’s qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the indenture, the notes, the collateral for the notes and each other instrument or agreement applicable to the issuing entity and

• preparing all supplements and amendments to the indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the collateral for the notes.

We will not be obligated to make any payments in respect of the securities. We will receive a monthly administration fee from the issuing entity that will be described in the related prospectus supplement as compensation for our services. The servicer will reimburse us for our related expenses. We may resign from our duties under the administration agreement with 60 days’ notice and may be removed by the applicable issuing entity with cause immediately or without cause upon 60 days’ notice. No resignation or removal of the administrator will be effective until a successor administrator has been appointed by the applicable issuing entity. The appointment of any successor administration agent will require rating agency confirmation. We may perform our obligations directly or through one or more of our agents. These agents may include one or more of our affiliates. We will not be liable for the conduct or misconduct of our agents or attorneys if we selected those agents or attorneys with due care.

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JPMorgan Chase

JPMorgan Chase Bank, National Association, a wholly-owned subsidiary of JPMorgan Chase & Co., is chartered as a national bank. It is a commercial bank offering a wide range of banking services to its customers, both domestically and internationally. JPMorgan Chase is subject to regulation and supervision by the Office of the Comptroller of the Currency.

JPMorgan Chase will be the sponsor that initiates and organizes the issuance by each issuing entity of securities. It will be responsible for structuring each securitization transaction and will select other transaction participants. It will pay the costs of forming each issuing entity, the legal fees of certain of the transaction participants, the rating agency fees for rating the rated securities issued by each issuing entity and other transaction costs. JPMorgan Chase will be the depositor of the motor vehicle loans to each issuing entity. It will also be responsible for servicing the motor vehicle loans transferred to each issuing entity and be the administrator of each issuing entity.

JPMorgan Chase purchases motor vehicle loans relating to new or used automobiles and light-duty trucks from dealers who regularly originate those loans and makes motor vehicle loans relating to new or used automobiles and light-duty trucks directly and through dealers as described in the section of this prospectus entitled “The Motor Vehicle Loans—Origination of Motor Vehicle Loans.” It will select the motor vehicle loans for each securitization transaction. Those motor vehicle loans will have been originated by JPMorgan Chase or one of its affiliates or will have been acquired by JPMorgan Chase from a third party who originated them.

The principal executive office of JPMorgan Chase is located at 1111 Polaris Parkway Columbus, Ohio 43240, telephone number (800) 992-7169.

General Securitization Experience

JPMorgan Chase is the product of numerous mergers and acquisitions. Most recently, Bank One merged into JPMorgan Chase in November 2004 with JPMorgan Chase as the surviving entity. JPMorgan Chase, its predecessors and affiliates have been engaged in the securitization of financial assets since 1989. JPMorgan Chase, its predecessors and affiliates have been involved with the origination and securitization of many different classes of financial assets in both the public and private markets. They have also acted as trustee, paying agent, underwriter, dealer and servicer in many different types of securitization transactions.

JPMorgan Chase is currently an active participant in the securitization markets in the United States. It primarily sponsors securitization programs for credit card receivables, motor vehicle loans and residential and commercial mortgages. In 2005, JPMorgan Chase and its affiliates securitized approximately $18.1 billion of residential mortgage loans, $15.1 billion of credit card loans and $3.8 billion of automobile loans.

JPMorgan Chase and its affiliates have diverse funding sources. A major source of liquidity for JPMorgan Chase is provided by its large core deposit base. It engages in securitization for liquidity and balance sheet management purposes.

Securitization Program for Motor Vehicle Loans

JPMorgan Chase, its predecessors and affiliates have been securitizing motor vehicle loans since 1991. The first trust securitizing motor vehicle loans sponsored by a predecessor of JPMorgan Chase was established in 1991 by Chase Manhattan Bank, National Association.

Before the merger of JPMorgan Chase with Bank One, both JPMorgan Chase and its affiliates and Bank One and its affiliates were engaged in the automotive finance and loan servicing business. Chase USA, an affiliate of JPMorgan Chase, purchased and made directly motor vehicle loans through the dealer network described in the section of this prospectus entitled “The Motor Vehicle Loans—Origination of Motor Vehicle Loans.” Chase USA was also the sponsor of nineteen public securitizations of those motor vehicle loans and acted as the depositor into the related trusts and the servicer of the securitized motor vehicle loans. In addition,

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Bank One, its affiliates and predecessors engaged in six public securitizations of motor vehicle loans. None of the asset-backed securities offered in any of these securitizations has experienced any losses or events of default and none of JPMorgan Chase and its predecessors and affiliates has taken any action out of the ordinary in any of these transactions to prevent such an occurrence.

JPMorgan Chase commenced originating motor vehicle loans through the dealer network described in the section of this prospectus entitled “The Motor Vehicle Loans—Origination of Motor Vehicle Loans” on February 23, 2005.

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The Motor Vehicle Loans

General

JPMorgan Chase and its affiliates are engaged in the automotive financing and automotive loan servicing business. JPMorgan Chase engages in most aspects of this business through its wholly-owned subsidiary, Chase Auto Finance. JPMorgan Chase will originate or acquire the motor vehicle loans to be transferred to an issuing entity. It may acquire motor vehicle loans originated by Chase USA or other affiliates and transfer them to an issuing entity. It may also acquire motor vehicle loans originated by a third party and transfer them to an issuing entity. The automotive financing and automotive loan servicing business described in this section of the prospectus does not include the separate automotive financing and servicing business of Bank One and its affiliates prior to its merger with JPMorgan Chase.

The motor vehicle loans to be transferred to an issuing entity may include:

• motor vehicle retail installment sales contracts relating to new or used automobiles and light-duty trucks purchased from dealers who regularly originate and sell these contracts in accordance with approved dealer agreements,

• purchase money loans secured by new or used automobiles and light-duty trucks made by the originating banks directly,

• purchase money loans secured by new or used automobiles and light-duty trucks made pursuant to arrangements with dealers in accordance with approved dealer agreements or

• motor vehicle retail installment sales contracts relating to, and purchase money loans secured by, new or used automobiles and light-duty trucks purchased by us from other originators of motor vehicle loans.

The motor vehicle loans to be held by each issuing entity will be selected from the motor vehicle loans that we acquire from or through dealers or make directly without the involvement of a dealer and from those that we acquire from affiliated or unaffiliated originators. Selection will be based upon several criteria, including, unless otherwise provided in the related prospectus supplement, that each motor vehicle loan:

• was either

• acquired from or made through a dealer located in the United States,

• made directly by us in the United States without the involvement of a dealer or

• acquired from another originator of motor vehicle loans,

• is secured by a financed vehicle that, as of the cutoff date specified in the related prospectus supplement, had not been repossessed without reinstatement,

• has not been identified on our computer files as relating to an obligor who was in a bankruptcy proceeding as of the cutoff date specified in the related prospectus supplement,

• if not a Final Payment Receivable or a Deferred Payment Receivable, provides for fully amortizing level scheduled monthly payments, other than the last payment, which may be different from the level payments,

• is an Actuarial Receivable or a Simple Interest Receivable and

• satisfies the other criteria, if any, set forth in the related sale and servicing agreement and described in the related prospectus supplement.

We will not use any selection procedures that we believe to be materially adverse to you in selecting the motor vehicle loans to be transferred to an issuing entity.

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Although most of the motor vehicle loans will be prepayable at any time without penalty, some of the motor vehicle loans may contain prepayment penalties. The motor vehicle loans may contain due-on-sale provisions or other provisions that require the obligors to repay the motor vehicle loans when the related financed vehicles are sold. If an obligor prepays a Simple Interest Receivable in full, the obligor is required to pay interest only to the date of prepayment. If an obligor prepays an Actuarial Receivable in full, with minor variations based upon state law, the obligor is entitled to a rebate of the finance charges calculated on the basis of a constant interest rate.

We will provide information with respect to each pool of motor vehicle loans transferred to an issuing entity in the related prospectus supplement, including, to the extent appropriate:

• the composition of the motor vehicle loans,

• the distribution by the annual contract rate of interest, by the states where the primary obligors of those motor vehicle loans are located and by remaining term to maturity of the motor vehicle loans,

• the portion of the pool consisting of Actuarial Receivables, Simple Interest Receivables and any portions consisting of Final Payment Receivables or Deferred Payment Receivables and

• the portion of the pool secured by new financed vehicles and the portion of the pool secured by used financed vehicles.

The information in the prospectus supplement with respect to a pool of motor vehicle loans transferred to an issuing entity may be provided as of a statistical cutoff date that is earlier than the applicable cutoff date for the issuing entity. Certain motor vehicle loans included in the statistical information in the prospectus supplement may not be included in the motor vehicle loans transferred to the issuing entity on the closing date. In addition, we may select additional motor vehicle loans to be transferred to the issuing entity after that statistical cutoff date. Any variations in the characteristics of the motor vehicle loans as of the cutoff date from those characteristics presented as of the statistical cutoff date in the prospectus supplement will not be material.

Origination of Motor Vehicle Loans

We purchase motor vehicle retail installment sales contracts relating to new or used automobiles and light-duty trucks from dealers who regularly originate those contracts. The contracts are sold to us pursuant to the terms of approved dealer agreements. The dealers assign the contracts to us pursuant to standard form assignments and the dealer agreements. Some of the contracts are originated in electronic form using a third party’s technology system. When an electronic contract is assigned to us, control over the authoritative copy of that contract is transferred to and maintained by us. We also make purchase money loans secured by financed vehicles directly or pursuant to arrangements with dealers made pursuant to approved dealer agreements. When a customer purchases a vehicle from a dealer, the customer and the dealer also decide the contract amount, term, payment terms and interest rate to be charged subject, in each case, to our current program limits. We determine a “dealer discount rate” that is used to calculate the purchase price that we will pay for a motor vehicle retail installment sale contract that we purchase from a dealer or the fee that we will pay a dealer for our originating a purchase money loan through that dealer. We enter into dealer agreements with dealers based upon our review of each of the dealers, including in some cases, a financial review, and a review of the dealer’s reputation and our prior experience with the dealer and its key management. Generally, the dealers selling new financed vehicles are franchised by the manufacturer of those vehicles.

We currently make or purchase motor vehicle loans made indirectly with the involvement of dealers throughout the United States. Each dealer makes representations and warranties to us with respect to the motor vehicle loans, the obligors on the motor vehicle loans and the security interests in the related financed vehicles. These representations and warranties typically include, among others, that:

• to the best of the dealer’s knowledge,

• no statements made or furnished by the obligor, the dealer or any other person are untrue or incomplete,

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• the obligor has not financed any down payment for the financed vehicle,

• the obligor is a bona fide applicant having legal capacity to contract for a motor vehicle loan,

• the signature of the obligor on all documents is genuine and

• the amount stated in the motor vehicle loan to be due will in fact be due and payable at the time or times provided, free of any claims, defenses, setoffs or counterclaims,

• the dealer had indefeasible title to the financed vehicle immediately prior to the purchase by the obligor, and had the right and authority to sell the vehicle to the obligor, free and clear of all liens and encumbrances,

• the dealer will secure and perfect for us a security interest in the financed vehicle, free and clear of any liens or encumbrances and

• the description of the financed vehicle in the motor vehicle loan is true and complete and the financed vehicle will be or has been duly delivered to and accepted without revocation by the obligor.

Generally, these representations and warranties do not relate to the creditworthiness of the obligors or the ability to collect payments due on the motor vehicle loans.

Upon breach of any representation or warranty made by a dealer, we have a right of recourse against that dealer to require it to purchase or repurchase the related motor vehicle loan. Generally, in determining whether to exercise any right of recourse, we consider the prior performance of the dealer, as well as other business and commercial factors. As servicer, we will be obligated to enforce our rights under the dealer agreements relating to the motor vehicle loans transferred to an issuing entity in accordance with our customary practices. As depositor, we will convey the right to any proceeds received upon enforcement of those rights to the related issuing entity under the sale and servicing agreement. We will make no representations as to the financial condition of any of the dealers to which we may have recourse. We cannot assure you as to the ability of any dealer to perform its obligations to us under a dealer agreement.

Motor vehicle loans purchased from dealers may include motor vehicle loans originated under manufacturer subvention programs. Subvention programs are marketing tools of automobile manufacturers under which the manufacturers offer reduced financing rates to retail customers as an incentive to purchase automobiles. Subvention programs generally require the automobile manufacturer to pay an amount to compensate us for accepting the incentive interest rate financing. Subvention compensation payments relating to motor vehicle loans transferred to an issuing entity will not be property of the issuing entity. We currently have contractual subvention relationships with a number of manufacturers. These relationships may include “side by side” arrangements, whereby we offer subvented programs that mirror those of the manufacturer’s captive finance company; preferred lender relationships, whereby, independent of the manufacturer’s captive finance company, if any, we work with that manufacturer to offer subvented programs; and private label or co-branding arrangements, whereby we work with a manufacturer to offer financing services under that manufacturer’s brand name.

Motor vehicle loans purchased from dealers may include motor vehicle loans originated under manufacturer programs allowing obligors to defer the initial scheduled monthly payment under the loan for some period of time.

We also make direct motor vehicle loans to obligors. Since dealers do not originate these motor vehicle loans under dealer agreements, the representations and warranties customarily made by the dealers in the dealer agreements are not made with respect to these motor vehicle loans. No one other than the obligor will make any representations or warranties with respect to the financed vehicle and the obligor alone will be responsible for securing and perfecting our security interest in the financed vehicle.

We also make motor vehicle loans to obligors by accepting loan applications via an internet site offering online shopping and financing. These motor vehicle loans are not made by dealers acting pursuant to dealer

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agreements. However, the internet site provider makes limited representations and warranties regarding the motor vehicle loans and the related financed vehicles.

We may from time to time acquire pools of motor vehicle loans originated by other originators. If more than 10% of the motor vehicle loans that we transfer to an issuing entity are originated by another originator, the related prospectus supplement will contain information with respect to that originator and, if more than 20% of the motor vehicle loans that we transfer to an issuing entity are originated by another originator, the related prospectus supplement will, to the extent material, contain information with respect to that originator’s auto loan origination program.

Underwriting of Motor Vehicle Loans

We evaluate each applicant for a motor vehicle loan individually based on the underwriting standards described below. Dealers typically submit applications electronically using a third party’s system. These underwriting standards are intended to assess the applicant’s ability to repay the motor vehicle loan and the adequacy of the financed vehicle as collateral, based upon a review of the information contained in a loan application form that generally provides the applicant’s income, liabilities, credit history and a description of the financed vehicle intended to secure the motor vehicle loan. We consider the following criteria, among others, in evaluating whether to purchase the motor vehicle loan of an applicant from a dealer or extend credit to an applicant:

• the obligor’s payment history based on our direct knowledge or as provided by various credit reporting agencies with respect to present and past debt,

• a loan-to-value ratio test taking into account the age, type and market value of the financed vehicle and

• a credit bureau score.

We use an empirically based credit scoring process to objectively index the applicant’s creditworthiness. We created this scoring process using historical information from our database of motor vehicle loans owned or serviced by us or one of our affiliates. Through credit scoring, we evaluate credit profiles in order to satisfactorily quantify credit risk. The credit scoring process entails the use of statistics to correlate common characteristics with credit risk. We periodically review and update the credit scoring process that we use to ensure its validity. In February 2001 and October 2004, we implemented re-developed custom credit scorecards. In addition to our scoring process, we use consumer reporting agency scores to assist in the underwriting process. Data from an independent credit reporting agency, such as a FICO score, is one of several factors that we may use in our scoring process to assess the credit risk associated with each applicant. A FICO score is a credit score developed by Fair, Isaac & Company. FICO scores are based on independent third party information, the accuracy of which cannot be verified by JPMorgan Chase. The credit score ranks consumers according to the likelihood that their credit obligations will be paid as expected. Credit scores are calculated by using scoring models and mathematical tables that assign points for different items of information which best predict future credit performance.

We use an automated approval and declination process for certain applications based on selection criteria that were statistically derived from our database of motor vehicle loans owned or serviced by us or one of our affiliates. A credit analyst reviews applications that are not automatically approved or denied. Except for the applications that are automatically approved or denied, the scoring process and consumer reporting agency scores are intended to provide a basis for lending decisions but are not meant to supersede the judgment of the credit analyst. We approve motor vehicle loans that vary from our standard credit guidelines, both before and after implementation of the credit scoring process, but approval of those motor vehicle loans generally requires concurrent approval of a second designated senior credit analyst or credit manager. Motor vehicle loans that do not comply with all of our credit guidelines typically have strong compensating factors that indicate a high ability of the applicant to repay the loan.

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The amount advanced under any motor vehicle loan generally will not exceed

• for a new financed vehicle, 100% to 130% of the vehicle’s invoice price or

• for a used financed vehicle, 90% to 130% of the “wholesale” value stated in the most recently published National Automobile Dealer’s Association Official Used Car Price Guide for the applicable region or the Kelley Blue Book Official Used Car Guide for western markets,

plus taxes and title and license fees on the financed vehicle. However, the maximum amount advanced on a motor vehicle loan may vary depending on a number of factors, including the term of the motor vehicle loan and the model and year of the financed vehicle. These adjustments are made to insure that the financed vehicle constitutes adequate collateral to secure the motor vehicle loan. In addition, whether a financed vehicle is new or used, we may also finance credit life, accident and health insurance, GAP, service contracts, extended warranties, mechanical breakdown protection insurance, theft deterrent products and maintenance agreements under a motor vehicle loan.

We perform detailed analysis of our portfolio to evaluate the effectiveness of the credit guidelines and scoring process. If external economic factors, credit delinquencies or credit losses change, we adjust the credit guidelines to maintain a level of asset quality that we deem acceptable. Each day, the credit manager and credit supervisors of each of the dealer service centers review a computer-selected group of motor vehicle loan applications to ensure that credit analysts are following our established policies and procedures. We randomly review, on a quarterly basis, the quality of the motor vehicle loans and conduct quality audits to ensure compliance with our established policies and procedures.

We may change our credit underwriting standards over time in accordance with our business judgment.

Insurance

Each motor vehicle loan requires the obligor to obtain fire, theft and collision insurance or comprehensive and collision insurance on the financed vehicle. The dealer agreements include a representation and warranty from the dealer that each financed vehicle has the required insurance at the time of origination of the motor vehicle loan.

As depositor or servicer, we do not and will not independently verify whether obligors obtain or maintain the required insurance either at or after the origination of a motor vehicle loan. We monitor our loss experience with respect to financed vehicles that are not properly insured.

We reserve the right to change our policies with respect to insurance on financed vehicles in accordance with our business judgment.

As a result of a New York law, we do not obligate the obligors under motor vehicle loans originated through New York dealers to pay the so-called “GAP amount” in the event of a total loss of the vehicle caused by its theft, confiscation or physical damage. The “GAP amount” that the obligor will not be obligated to pay is the difference between the amount owed on the motor vehicle loan as of the date of the total loss and the vehicle’s actual cash value as of the date of the total loss.

However, the obligor will remain liable for any unpaid monthly payments, unpaid late fees and other unpaid amounts due prior to the date of the total loss.

If the obligor has maintained the insurance required under the motor vehicle loan, the vehicle’s actual cash value will be the cash value under the insurance policy, inclusive of the deductible, which the motor vehicle loan specifies may be no higher than $500. If the obligor has not maintained the required insurance, the vehicle’s actual cash value will be the “average trade” value of the vehicle in the most recently published National Automobile Dealer’s Association Official Used Car Guide (Eastern Edition) as of the date of the total loss. We,

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as depositor or servicer, do not and will not maintain third-party insurance of any kind against the risk that the obligor has not maintained the required insurance coverage.

Static Pool Data

We will provide static pool data for securitized pools of motor vehicle loans originated by JPMorgan Chase and its affiliates on the website specified in the related prospectus supplement.

Delinquency and Loan Loss Information

We will provide information in each prospectus supplement concerning the delinquencies, loan losses and recoveries for the Chase Auto Portfolio as of the dates and for the periods set forth in the related prospectus supplement. We cannot assure you that the delinquency and loan loss experience on any pool of motor vehicle loans transferred to an issuing entity will be comparable to prior experience or to the information with respect to the Chase Auto Portfolio in the prospectus supplement.

The Chase Auto Portfolio has included from time to time motor vehicle loans that were originated by affiliates of JPMorgan Chase or its predecessors using origination criteria that were different but not materially different from the then existing underwriting criteria of JPMorgan Chase or its predecessors. We believe that the delinquency and loan loss experience for any period presented in a prospectus supplement without the inclusion of those motor vehicle loans would not be materially different from the delinquency and loan loss experience that will be set forth in the prospectus supplement. If specified in the related prospectus supplement, we may transfer to an issuing entity motor vehicle loans that were made directly to obligors without the involvement of dealers acting pursuant to dealer agreements with us or one of our affiliates. However, the Chase Auto Portfolio does not include motor vehicle loans made directly by us or by any of our affiliates to obligors without the involvement of dealers and as a result the delinquency and loan loss experience of the Chase Auto Portfolio included in the related prospectus supplement will not include the delinquency and loan loss experience for those motor vehicle loans. We believe that the delinquency and loan loss experience for those motor vehicle loans will not be materially different from the delinquency and loan loss experience for the Chase Auto Portfolio. The Chase Auto Portfolio does not include motor vehicle loans originated by Bank One or any of its affiliates prior to its merger with JPMorgan Chase or any motor vehicle loans originated by JPMorgan Chase or any of its affiliates after the merger using the origination standards of Bank One prior to the merger.

If specified in the related prospectus supplement, we may transfer to an issuing entity motor vehicle loans that were acquired by us from another originator of motor vehicle loans. The Chase Auto Portfolio does not include motor vehicle loans acquired from other originators and as a result the delinquency and loan loss experience of the Chase Auto Portfolio included in the related prospectus supplement will not include the delinquency and loan loss experience for those motor vehicle loans. If we believe that including motor vehicle loans acquired by us from other originators in the motor vehicle loans being transferred to an issuing entity will result in the performance of those motor vehicle loans being materially different from the delinquency and loan loss experience for the Chase Auto Portfolio, we will provide additional information with respect to the motor vehicle loans acquired by us in the related prospectus supplement.

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Servicing

In our capacity as servicer, we will be responsible for servicing the motor vehicle loans in accordance with the terms of the applicable sale and servicing agreement, including collecting payments and depositing those collections into the applicable collection account. We will service the motor vehicle loans transferred to each issuing entity consistent with our servicing policies and practices. We will be responsible for determining the allocations of collections and other funds for each issuing entity to payments on the securities issued by that issuing entity and other liabilities of that issuing entity and directing the trustees and paying agents for that issuing entity to make such payments. We will also be responsible for providing monthly reports and filing periodic reports with the SEC. We will be the custodian of the files relating to the motor vehicle loans transferred to each issuing entity.

We will perform all of our obligations as servicer through our wholly-owned subsidiary Chase Auto Finance. We will remain liable for our servicing duties and obligations under the sale and servicing agreement as if we were servicing the motor vehicle loans. In addition, Chase Auto Finance engages a number of vendors to perform certain servicing processes, such as storing the paper files relating to the motor vehicle loans (including the contracts), monitoring the perfection of security interests in financed vehicles and recovering deficiencies on certain charged-off accounts. Chase Auto Finance also uses a network of contractors to repossess vehicles and third party auction houses to prepare and sell repossessed vehicles at auction.

Chase Auto Finance

Chase Auto Finance is a corporation organized under the law of Delaware. Its principal executive offices are located at 900 Stewart Avenue, Garden City, New York 11530, telephone number (800) 336-6675.

Chase Auto Finance and its predecessors have been actively engaged in the automotive financing and automotive loan servicing business on behalf of its affiliates since 1983. Chase Auto Finance has also been engaged in the automotive leasing and automotive lease servicing business since 1984. At December 31, 2005, Chase Auto Finance owned and managed an auto lease portfolio of approximately $4 billion.

Servicing Procedures

Under the sale and servicing agreement, we will be obligated to make reasonable efforts to collect all payments due with respect to the motor vehicle loans transferred to an issuing entity in a manner consistent with the sale and servicing agreement and with the terms of the motor vehicle loans. We will be obligated to follow the collection and servicing procedures that we follow with respect to comparable new or used motor vehicle loans that we service for ourselves and that are consistent with prudent industry standards.

Chase Auto Finance will perform the following functions on our behalf through its servicing centers, dealer service centers and satellite offices:

• payment of motor vehicle loan proceeds to dealers,

• customer service,

• document files and computerized record keeping,

• vehicle title processing and retention,

• automated collections,

• aspects of automobile dealer liaison,

• dealer sales,

• credit underwriting,

• documentation reviews,

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• billing and collections and

• other services.

Collection Procedures. 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 10% of a scheduled monthly payment remains unpaid.

We use an automated collection system to assist us in collection efforts. The automated collection system provides us with relevant obligor information, such as current addresses, phone numbers and loan information, records of all contacts with obligors and, in some cases, automated dialing. The system allows for automated and manual recording of an obligor’s promise to pay, and then schedules future collection activity based on these promises. The system

• allows supervisor and manager review of collection personnel activity,

• permits supervisors to modify priorities as to which obligors should be contacted and

• provides extensive reports concerning motor vehicle loan delinquencies.

Under our current practices, we generally make contact by mail with an obligor whose motor vehicle loan has become 10 days delinquent and generally attempt to make contact by telephone with an obligor whose motor vehicle loan is more than 11 days delinquent. In some instances, risk-based scoring may result in the commencement of collection activity at a later stage of delinquency if the account is considered ‘low-risk’ by the scorecard. Generally, we commence repossession procedures when a motor vehicle loan is delinquent for 90 days. However, we may, as permitted by applicable law, repossess the financed vehicle without regard to length or existence of a payment delinquency in the following circumstances:

• a motor vehicle loan is deemed uncollectible,

• the financed vehicle is deemed by our collection personnel to be in danger of being damaged, destroyed or made unavailable for repossession,

• the obligor voluntarily surrenders the financed vehicle, or

• the financed vehicle is seized by federal, state or local law enforcement and released to us as lienholder.

Repossessions are generally conducted by third parties who are engaged in the business of repossessing vehicles for secured parties. After repossession, the obligor, depending on applicable legal requirements, generally has an additional 10 to 30 days to redeem the financed vehicle (or, as required by applicable law, reinstate the loan) before we sell the financed vehicle. Upon repossession of the financed vehicle, we generally sell the financed vehicle in an auction. After the sale of the financed vehicle, we will pursue any deficiency remaining to the extent we deem practical and to the extent permitted by law.

Losses may occur in connection with delinquent motor vehicle loans. Losses can arise in several ways, including

• the failure to realize the full amount owed upon sale of the financed vehicle and the inability to collect the deficiency,

• the inability to locate the financed vehicle or the obligor, or

• the discharge of the debt of the obligor in a bankruptcy proceeding.

Generally, we charge-off motor vehicle loans:

• during the calendar month in which we repossess and sell the related financed vehicle,

• during the calendar month in which one of the following occurs, and we have repossessed but not sold the related financed vehicle:

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• more than 10% of a scheduled payment of the motor vehicle loan becomes 240 days delinquent.

• 90 days have elapsed since we repossessed the related financed vehicle.

• during the calendar month in which more than 10% of a scheduled payment of a motor vehicle loan becomes 120 days delinquent if we have not repossessed the related financed vehicle by the end of that calendar month, and the obligor has not filed for bankruptcy protection,

• during the calendar month in which more than 10% of a scheduled payment of a motor vehicle loan becomes 240 days delinquent if the obligor has filed for bankruptcy protection, or

• at such other time or in such a manner as we believed or believe is appropriate in accordance with our normal and customary servicing practices and procedures.

In any event, we charge-off a delinquent motor vehicle loan no later than the calendar month in which more than 10% of a scheduled payment on the motor vehicle loan becomes 240 days delinquent.

We may change our loss recognition and collection policies and practices over time in accordance with our business judgment.

Consistent with our normal procedures, we may, in our discretion, arrange with the obligor on a motor vehicle loan to defer or modify the payment schedule. The length of a deferral is typically one month, however, deferrals of up to two months may be granted and multiple deferrals may be granted over the term of a motor vehicle loan. Total deferrals may not exceed one month for each year of the original term of the motor vehicle loan or a maximum of seven months. Following a deferral, the motor vehicle loan generally will no longer be considered delinquent. Our deferral procedures require a determination by a customer representative that the obligor will have the financial resources to make regular monthly payments after the deferral. In addition, in most cases, a deferral will not be granted less than ten months after the origination of the motor vehicle loan or less than twelve months from the most recent previous deferral. We may modify a motor vehicle loan if the obligor cannot make past due payments. A modification is typically a refinancing of the obligor’s outstanding balance with a longer contract term and a different contract rate. Some of these arrangements may require us to purchase the motor vehicle loans while others may result in our making Advances with respect to the motor vehicle loan. The sale and servicing agreement will set forth the limitations on our ability to make these arrangements. Those limitations will be described in the related prospectus supplement. We may be obligated to purchase a motor vehicle loan for the Repurchase Amount if, among other things, we extend the date for final payment by the obligor of such motor vehicle loan beyond the last day of the Collection Period immediately preceding the final payment date of the related securities set forth in the related prospectus supplement, or change the contract rate of interest or the total amount or number of scheduled payments.

Repossessions. If we determine that eventual payment in full of a motor vehicle loan is unlikely, we will be obligated to use reasonable efforts, consistent with our customary servicing procedures and applicable law, to repossess or otherwise take possession of the financed vehicle during the calendar month in which more than 10% of any scheduled payment becomes 90 days delinquent. We may, however, repossess or otherwise take possession of a financed vehicle prior to the 90 day period if we determine that eventual payment in full of the amount financed is unlikely, the vehicle is in danger of being damaged, destroyed or otherwise made unavailable for repossession or the obligor voluntarily surrenders the financed vehicle. We may also delay repossession of the financed vehicle if we are unable to locate the vehicle, the obligor is the subject of a bankruptcy proceeding or we otherwise defer repossession of the financed vehicle in accordance with our normal and customary servicing practices and procedures. After repossession of a financed vehicle, we will, in accordance with our normal and customary servicing practices and procedures, and subject to an obligor’s right to redeem or reinstate, sell the vehicle in an auction or consign the vehicle to a dealer for resale as soon as is practicable after repossession, subject to any applicable laws. We will be obligated to follow our customary and usual practices and procedures as we shall deem necessary or advisable in determining when and if to exercise reasonable efforts to realize upon any recourse to dealers. We will deposit any proceeds from our realization efforts into the collection account.

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Bankruptcy Accounts. When we are notified that an obligor has filed for bankruptcy, the motor vehicle loan is moved to a specialized service area for bankrupt motor vehicle loans. Restrictions of the U.S. federal bankruptcy laws, including the automatic stay, prohibit us from taking any collection action against the obligor or the financed vehicle without court approval. In Chapter 7 bankruptcies, most obligors are required to either reaffirm their obligations, redeem the financed vehicle for a lump sum or return the financed vehicle. If a contract is reaffirmed by the obligor, it will be returned to normal servicing. In Chapter 13 bankruptcies, the plan of reorganization usually requires the obligor to make payments over a 2 to 5 year period. The payments required will be based on either the full contract balance or the value of the financed vehicle at the time of bankruptcy, depending on the time between the obligor’s purchase of the financed vehicle and the bankruptcy filing and whether the debt was incurred for personal or other use. When the obligor completes payments required under the plan of reorganization, he or she will receive a discharge from liability for any remaining balance under the contract and we will charge off any such remaining balance.

If we repossess and sell the financed vehicle securing a delinquent motor vehicle loan, we will apply the amounts recovered in accordance with our normal and customary servicing practices and procedures. We reserve the right to change our policies with respect to the application of amounts recovered from motor vehicle loans that we liquidate and financed vehicles that we repossess and sell.

Unless otherwise described in the prospectus supplement, there have been no material changes in our servicing policies and procedures during the three years preceding the date of the prospectus supplement.

Collections

We will be required to deposit all payments on the motor vehicle loans held by each issuing entity and all proceeds of those motor vehicle loans collected during each Collection Period into the collection account on or before the business day preceding the following payment date so long as we are the servicer and each other condition to making deposits less frequently than daily is satisfied as may be confirmed by the rating agencies rating the securities issued by the issuing entity as set forth in the related prospectus supplement. If those conditions are not met, we will be required to deposit those amounts into the collection account on a daily basis within forty-eight hours of receipt. In addition, we will be required to remit the aggregate Repurchase Amounts of any motor vehicle loans to be purchased from the issuing entity to the collection account on or prior to the business day preceding the applicable payment date. Pending deposit into the collection account, we may invest collections at our own risk and for our own benefit. Those funds will not be segregated from our own funds. If we are unable to remit those funds, you might incur a loss. We may, to the extent described in the related prospectus supplement and in order to satisfy the rating agency requirements for monthly deposit of collections described above, obtain letters of credit or other security for the benefit of the related issuing entity to secure timely remittances of collections on the related motor vehicle loans.

If we deposit in a collection account an amount that we mistakenly believe are collections of a particular motor vehicle loan resulting in the payment in full of that motor vehicle loan, we may request the indenture trustee to withdraw such amount from the collection account and pay it to us. If we discover our error after the payment date following our deposit into the collection account, we will be deemed to have purchased the related motor vehicle loan.

Servicing Compensation and Expenses

We will be entitled to receive a servicing fee for each Collection Period payable on the following payment date in an amount equal to the sum of:

• the product of one-twelfth of the percentage per annum set forth in the related prospectus supplement and the aggregate principal balance of the motor vehicle loans as of the close of business on the last day of the preceding Collection Period and

• all late charges, prepayment charges, credit-related extension fees, non-credit related extension fees or other administrative fees or similar charges allowed by applicable law with respect to the motor vehicle loans collected during that Collection Period.

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If specified in the related prospectus supplement, our compensation may also include net investment earnings on funds deposited in one or more of the issuing entity accounts.

The servicing fee is intended to compensate us for

• performing the functions of a third-party servicer of motor vehicle loans as an agent for the issuing entity, including collecting and posting all payments and responding to inquiries of the obligors under the motor vehicle loans, investigating delinquencies, reporting tax information to the obligors and advancing costs of disposition and repossession of the financed vehicles,

• administering the pool of motor vehicle loans, accounting for collections and furnishing monthly and annual statements to the related owner trustee or indenture trustee, as applicable and

• paying certain taxes, accounting fees, outside auditor fees, the fees of JPMorgan Chase as the paying agent and the transfer agent and registrar for the issuing entity, the related owner trustee and the indenture trustee and its counsel, data processing costs and other costs incurred in connection with administering the pool of motor vehicle loans.

Advances

If specified in the related prospectus, we may either be obligated to make or have the discretion to make advances of delinquent payments owing under the motor vehicle loans in the amounts and under the circumstances described in the prospectus supplement. If we make Advances, we will be entitled to reimbursement for those Advances in the manner described in the related prospectus supplement. If we make Advances, we will deposit the Advances made in respect of the delinquent payments for a particular Collection Period on the business day preceding the following payment date.

Net Deposits

As an administrative convenience, so long as we are the servicer and are permitted to make monthly deposits of collections on the motor vehicle loans to the collection account, we will be permitted to deposit those collections, aggregate Advances and Repurchase Amounts for each issuing entity with respect to a particular Collection Period net of distributions to be made to us as servicer, by the issuing entity with respect to that Collection Period.

Resignation of the Servicer

We may not resign as the servicer of the motor vehicle loans held by any issuing entity under any sale and servicing agreement, except:

• upon a determination that the performance of our duties as servicer is no longer permissible under applicable law or

• if a successor servicer is appointed, upon notification by each rating agency then rating any of the securities issued by that issuing entity that the rating assigned to the securities will not be reduced or withdrawn.

Our resignation will not become effective until the related indenture trustee or a successor servicer has assumed our servicing responsibilities and obligations under the sale and servicing agreement. The indenture trustee will not be obligated to act as the successor servicer unless we resign because the performance of our duties as servicer is no longer permissible under applicable laws.

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Assignment by the Servicer

As servicer, we may not transfer or assign all, or a portion of, our rights, obligations and duties under any sale and servicing agreement, except in connection with a merger or consolidation of JPMorgan Chase, unless:

• the transfer or assignment will not result in a reduction or withdrawal by any rating agency then rating any of the securities issued by the related issuing entity of the rating then assigned to the securities and the indenture trustee and the related owner trustee have consented to the transfer or assignment or

• consent is obtained from the indenture trustee, the related owner trustee and holders of securities evidencing not less than a majority of the voting interests.

We cannot effect a transfer or assignment of all of our rights, obligations and duties as servicer under a sale and servicing agreement until a successor servicer has assumed those rights, obligations and duties.

If JPMorgan Chase, its successor or assign or the indenture trustee is acting as the servicer, it will be permitted to delegate any of its duties under the related sale and servicing agreement to a third party, in the ordinary course of its business. The servicer will be obligated to pay the compensation payable to that third party from its own funds. None of the related issuing entity, the related owner trustee, the related indenture trustee (if not the servicer), or securityholders will be liable for that third party’s compensation. Any delegation of duties by the servicer will not relieve the servicer of liability and responsibility for the performance of those duties.

Termination of the Servicer

Events of Servicing Termination. Events of Servicing Termination under each sale and servicing agreement will consist of:

• the servicer’s failure to deliver to the related owner trustee or indenture trustee:

• the monthly report for any Collection Period or

• for deposit in the collection account or other issuing entity account, any amounts required to be deposited in those accounts under the terms of the securities issued by the related issuing entity or the related sale and servicing agreement,

• which failure continues unremedied for five business days after the servicer’s discovery of that failure or the servicer’s receipt of written notice of that failure by the related owner trustee or indenture trustee or to the related owner trustee or indenture trustee and the servicer by holders of at least 25% of the principal amount of the notes issued by the issuing entity, or, if no notes are outstanding, by holders of at least 25% of the certificate balance of the certificates issued by the issuing entity,

• the servicer’s failure to duly observe or perform in any material respect any other covenant or agreement in the related sale and servicing agreement or indenture which failure materially and adversely affects the rights of the related issuing entity or the securityholders, which determination will be made without regard to whether funds are available to the securityholders pursuant to any related enhancement, and continues unremedied for 60 days after the date of the servicer’s receipt of written notice of the failure by the related owner trustee or indenture trustee or to the related owner trustee or indenture trustee and the servicer by holders of at least 25% of the principal amount of the notes issued by the issuing entity or, if no notes are outstanding, by holders of at least 25% of the certificate balance of the certificates issued by the issuing entity or

• the occurrence of certain insolvency events specified in the applicable sale and servicing agreement in respect of the servicer.

Rights Upon Event of Servicing Termination. As long as an Event of Servicing Termination under a sale and servicing agreement remains unremedied, the related indenture trustee or the holders of not less than a majority of the principal amount of the Controlling Class of the notes, and after the notes have been paid in full, the owner trustee or the holders of not less than a majority of the certificate balance of the certificates, may

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terminate all the rights and obligations of the servicer under the sale and servicing agreement. If the servicer is terminated, the indenture trustee or a successor servicer appointed by the indenture trustee or owner trustee 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 the indenture trustee is unwilling or unable to act as servicer, it may appoint, or petition a court of competent jurisdiction for the appointment of, any established financial institution having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and whose regular business shall include the servicing of automobile receivables, as successor servicer. The compensation payable to a successor servicer may not exceed the servicing fee paid to JPMorgan Chase, as servicer under the sale and servicing agreement. All reasonable costs and expenses incurred in connection with transferring the servicing to a successor servicer will be paid by the predecessor servicer.

Waiver of Past Events of Servicing Termination. The holders of not less than a majority of the principal amount of the Controlling Class of the notes, and after the notes have been paid in full, the holders of not less than a majority of the certificate balance of the certificates, may waive any Event of Servicing Termination and its consequences, except an Event of Servicing Termination consisting of a failure to make any required deposits to or payments from any of the issuing entity accounts in accordance with the applicable sale and servicing agreement. In addition, the holders of not less than a majority of the certificate balance of the certificates may waive an Event of Servicing Termination that does not adversely affect the related indenture trustee or noteholders.

Liabilities of the Servicer; Indemnification of the Servicer

Each sale and servicing agreement will provide that we and our directors, officers, employees and agents will not be under any liability to the related issuing entity, the related owner trustee, the related indenture trustee or any securityholders for taking any action or for refraining from taking any action as servicer pursuant to that sale and servicing agreement. However, neither we nor any of those other persons will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under the sale and servicing agreement.

We and our directors, officers, employees and agents will be entitled to indemnification by the related issuing entity for, and will be held harmless against, any loss, liability or expense incurred in connection with any legal action relating to the performance of our servicing duties under the related sale and servicing agreement that is not otherwise indemnified, other than:

• any loss or liability otherwise reimbursable under the sale and servicing agreement and

• any loss, liability or expense incurred by reason of willful misconduct, negligence or bad faith in performance of our duties or by reason of our reckless disregard of obligations and duties under the sale and servicing agreement.

The issuing entity’s obligation to indemnify us will be limited to excess amounts available on any payment date in the reserve account or other enhancement account held by the issuing entity or, if the issuing entity has no enhancement accounts, to amounts available after all payments or deposits required under the related sale and servicing agreement for the benefit of the servicer or the securityholders have been made.

In addition, each sale and servicing agreement will provide that as servicer we will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to our servicing responsibilities under the sale and servicing agreement and that, in our opinion, may cause us to incur any expense or liability. We may, however, undertake any reasonable action that we deem necessary or desirable in respect of the sale and servicing agreement and the rights and duties of the related parties and the interests of the related securityholders under the sale and servicing agreement. In that event, the related issuing entity will be liable for the legal expenses and costs of the action and we will be entitled to be reimbursed for those expenses. The issuing entity’s

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obligation to reimburse us will be limited to excess amounts available on any payment date in the reserve account or other enhancement account held by the issuing entity or, if the issuing entity has no enhancement accounts, to amounts available after all payments or deposits required under the related sale and servicing agreement for the benefit of the servicer or the securityholders have been made.

Issuing Entity Accounts

Each issuing entity will establish and maintain one or more collection accounts in the name of the indenture trustee on behalf of the related securityholders. The servicer will deposit all collections on the motor vehicle loans into the collection account. The servicer may establish and maintain a distribution account in the name of the indenture trustee on behalf of the noteholders into which amounts released from the collection account and any other accounts of the issuing entity for payment to the noteholders will be deposited and from which distributions of interest and/ or principal to the noteholders will be made. The owner trustee may establish and maintain one or more certificate distribution accounts in the name of the owner trustee on behalf of the certificateholders into which amounts released from the collection account and any other accounts of the issuing entity for distribution to the certificateholders will be deposited and from which all distributions to the certificateholders will be made.

As servicer, we may establish and maintain for the issuing entity an additional account, in the name of the related indenture trustee into which, to the extent required by the related sale and servicing agreement, we will deposit prepayments of scheduled payments by or on behalf of obligors on Actuarial Receivables. These prepayments do not constitute scheduled payments, full prepayments, or certain partial prepayments. These prepayments will be held in this paid-ahead account until the prepaid amounts fall due. Until we transfer these prepayments from this paid-ahead account to the collection account, they will not be included in collections and will not be available for distribution to the securityholders. So long as we are the servicer for the issuing entity, no Event of Servicing Termination exists and each other condition to holding these prepayments as may be required by the related sale and servicing agreement, is satisfied, we may retain these prepayments until the applicable payment date.

Any other accounts to be established with respect to the securities of an issuing entity, including any pre-funding account, yield supplement account or reserve account, will be described in the related prospectus supplement.

All of the accounts described in this section are collectively referred to in this prospectus as the “issuing entity accounts”.

Funds in the issuing entity accounts will be invested as provided in the related sale and servicing agreement in Permitted Investments. All amounts held in the collection account for each issuing entity will be invested at the direction of the servicer or, after the occurrence and during the continuance of an Event of Default, the indenture trustee. The party directing investment of any other issuing entity accounts will be described in the related prospectus supplement. Permitted Investments satisfy criteria established by the rating agencies rating the securities issued by the issuing entity and are generally limited to obligations or securities that mature on or before the business day preceding the next payment date. However, to the extent permitted by the rating agencies, funds in any reserve account or yield supplement account may be invested in Permitted Investments that will mature later than the business day preceding the next payment date but not later than 90 days after the date of investment. Permitted Investments will not be sold to meet any shortfalls. Thus, the amount of cash available in any reserve account or yield supplement account at any time may be less than the balance in that account. If the amount required to be withdrawn from any reserve account or yield supplement account to cover shortfalls in collections on the related motor vehicle loans exceeds the amount of cash available in that account, a temporary shortfall in the amounts distributed to the related noteholders or certificateholders could result, which could, in turn, increase the average life of the notes or the certificates of the issuing entity. Net investment earnings on funds deposited in the issuing entity accounts will either remain on deposit in the applicable issuing entity account or be paid to the party identified in the related prospectus supplement.

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The issuing entity accounts will be required to be maintained as Eligible Deposit Accounts, which are accounts at a depository institution satisfying certain requirements of the rating agencies rating the securities issued by an issuing entity. Each issuing entity account, other than a reserve account or yield supplement account, will be established initially with the trust department of JPMorgan Chase. Should JPMorgan Chase, or any depositary of an issuing entity account no longer satisfy the requirements of the rating agencies, the issuing entity account will be moved to a depositary meeting the rating agencies’ requirements, provided that the issuing entity account may remain at the depositary if the owner trustee or indenture trustee receives written confirmation from each rating agency rating the securities issued by the related issuing entity to the effect that the ratings of those securities will not be adversely affected.

JPMorgan Chase Bank in its capacity as the paying agent under each indenture or trust agreement, as applicable, will have the revocable right to withdraw funds from the collection accounts and the distribution accounts for the purpose of making distributions to securityholders in the manner provided in the applicable agreement.

Distributions

Beginning on the payment date specified in the related prospectus supplement, distributions of principal and interest, or, where applicable, of principal or interest only, on each class of securities issued by an issuing entity will be made by the applicable owner trustee, the indenture trustee or JPMorgan Chase Bank, as paying agent, to the holders of the securities issued by that issuing entity. The timing, calculation, allocation, order, source, priorities of and requirements for all payments to each class of securityholders will be set forth in the related prospectus supplement.

If an issuing entity issues both certificates and notes and the payment dates for those certificates and notes do not coincide, all distributions, deposits or other remittances made on one payment date will be treated as having been distributed, deposited or remitted on the other payment date for the applicable Collection Period for purposes of determining other amounts required to be distributed, deposited or otherwise remitted on that second payment date.

The servicer will make all calculations and decisions regarding the allocation, transfer and disbursement of funds and there will not otherwise be any independent verification of the activity in the issuing entity accounts, other than to the limited extent addressed in the annual officer’s certificate of the servicer and the accountants’ report described below in the section of this prospectus entitled “—Evidence of Compliance.”

Prior to each payment date, the servicer will provide to the related owner trustee, any indenture trustee and each paying agent a statement setting forth substantially the same information for that payment date and the related Collection Period as is required to be provided in the periodic reports provided to the holders of those securities described below in the section of this prospectus entitled “—Reports to Securityholders.” This statement will serve as payment instructions to the owner trustee, the indenture trustee and the paying agents for that payment date.

Reports to Securityholders

On each payment date, the paying agent will include with each payment or distribution to securityholders a statement prepared by the servicer. Each statement will include, to the extent applicable, the following information, and any other information specified in the related prospectus supplement, with respect to the payment date or the period since the previous payment date, as applicable:

• the amount of the distribution allocable to principal of each class of securities and the derivation of the amounts,

• the amount of the distribution allocable to interest on or with respect to each class of securities,

• the amount of the servicing fee paid to the servicer and the amount of any unpaid servicing fee in respect of the related Collection Period or Collection Periods, as the case may be,

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• the amount of the administration fee paid to the administrator, and the amount of any unpaid administration fees in respect of the related Collection Period, or Collection Periods, as the case may be,

• the amount of collections received on the motor vehicle loans during the related Collection Period or Collection Periods, as the case may be,

• the aggregate amount to be paid in respect of motor vehicle loans, if any, purchased by the servicer or repurchased by the depositor in the related Collection Period,

• amounts available after all payments or deposits required under the related sale and servicing agreement for the benefit of the servicer, the administrator or the securityholders have been made,

• the aggregate unreimbursed amount of Advances as of the last day of the related Collection Period and the change in that amount from the previous Collection Period,

• the aggregate principal balance of the motor vehicle loans as of the close of business on the last day of the related Collection Period,

• the aggregate outstanding principal balance of each class of securities, in each case, before and after giving effect to all payments reported under the first bullet above on the payment date,

• the interest rate for the next interest accrual period with respect to any class of securities with a variable rate,

• the amount of the aggregate losses realized on the motor vehicle loans during the related Collection Period,

• delinquency information on the motor vehicle loans at the end of the related Collection Period,

• the amount of any shortfalls in payment of principal of or interest on any class of the securities and the change in those amounts from the preceding statement,

• the balance of the reserve account, if any, or any other enhancement account, as of the payment date, before and after giving effect to changes to that account on that date, the amount required to be on deposit in that account on that payment date and the components of calculating that required amount,

• for each payment date during the funding period, if any specified in the prospectus supplement, the remaining amount on deposit in the pre-funding account and available to be used to purchase additional motor vehicle loans,

• for the first payment date that is on or immediately following the end of the funding period specified in the prospectus supplement, the amount remaining on deposit in the pre-funding account that has not been used and is being passed through as payments of principal on the securities and

• the balance in any account in which prepayments of scheduled payments by or on behalf of the obligors on Actuarial Receivables are deposited.

Each amount set forth in the first four bullets with respect to the securities of any series will be expressed as a dollar amount per $1,000 of the initial principal balance of the notes or the initial stated certificate balance of the certificates, as applicable. The paying agent will deliver these statements to DTC for further distribution to the securityholders in accordance with DTC’s procedures.

These statements will be available on our website at [                ].

How You Can Compute Your Portion of the Amount Outstanding of Your Securities. As servicer we will provide to you in each periodic report which we deliver to you a factor which you can use to compute your portion of the principal amount outstanding of your securities.

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We will compute a separate factor for each class of notes. The factor for each class of notes will be an eight-digit decimal which we will calculate prior to each payment date. The note factor will equal the remaining outstanding principal balance of that class of notes as of the applicable payment date, after giving effect to payments to be made on that payment date, as a fraction of the initial outstanding principal balance of that class of notes. Your portion of each class of notes will equal the product of

• the original denomination of your note and

• the factor relating to your class of notes.

We will compute a separate factor for each class of certificates. The factor for each class of certificates will be an eight-digit decimal which we will calculate prior to each payment date. The certificate factor will equal the remaining balance of that class of certificates as of the applicable payment dates, after giving effect to distributions to be made on that payment date, as a fraction of the initial stated certificate balance of that class of certificates. Your portion of each class of certificates will equal the product of

• the original denomination of your certificate and

• the factor relating to your class of certificates.

Each factor will be 1.00000000 as of the cutoff date specified in the prospectus supplement for that series of securities and will decline to reflect reductions in the outstanding principal balance of the applicable class of notes or the reduction of the initial stated certificate balance of the applicable class of certificates.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of each issuing entity, the applicable indenture trustee, owner trustee or paying agent, will furnish to each person who at any time during the calendar year has been a securityholder of that issuing entity and received any payment on those securities, a statement containing information for the purposes of that securityholder’s preparation of federal income tax returns.

Reports to be Filed with the SEC

We will file for each issuing entity the reports required under the Securities Act of 1933, as amended, and under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended. These reports include but are not limited to:

• Reports on Form 8-K (Current Report), (i) following the issuance of the securities of the issuing entity, including as exhibits to the Form 8-K, the agreements or other documents specified in the related prospectus supplement, if applicable and (ii) at the time of sale of the securities of the issuing entity, including as exhibits to the Form 8-K, the opinions related to the tax consequences and the legality of the securities being issued that are required to be filed under applicable securities laws,

• Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K for that type of event;

• Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the related payment date. The content of a report on Form 10-D will be substantially similar to the information to be furnished under “—Reports to Securityholders” above and

• Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and filing or furnishing, as appropriate, the required exhibits. The annual report will include the servicer’s report on its assessment of compliance with servicing criteria, the accountants’ attestation report on such assessment and the servicer’s annual compliance certificate described below under “—Evidence As To Compliance.”

The depositor does not intend to file with the SEC any reports required under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, with respect to an issuing entity following completion

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of the reporting period required by Rule 15d-1 or Regulation 15D under the Securities Exchange Act of 1934. The reports and any information included in a report will neither be examined nor, except to the extent of the accountants’ attestation report referred to above, reported on by an independent public accountant. Each issuing entity will have a separate file number assigned by the SEC, which is generally not available until the filing of the final prospectus supplement for the issuing entity. Reports filed with respect to an issuing entity with the SEC after the final prospectus supplement is filed will be available under the issuing entity’s specific number, which will be a series number assigned to the file number of the depositor, which is 333-131760.

The issuing entity’s annual reports on Form 10-K, current reports on Form 8-K, and amendments to those reports, and its distribution reports on Form 10-D filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available on our website at [                ] as soon as practicable after such material is filed with or furnished to the SEC. Other reports and information provided to securityholders will also be made available on this website.

Evidence of Compliance

Each sale and servicing agreement will require that the servicer and any subservicer provide annually to the related owner trustee and indenture trustee a report on its assessment of compliance during the previous calendar year with specified servicing criteria. The servicing criteria generally include four categories:

• general servicing considerations,

• cash collection and administration,

• investor remittances and reporting and

• pool asset administration.

The report is required to disclose any material instance of noncompliance with the servicing criteria.

Each sale and servicing agreement will provide that a firm of independent public accountants will annually furnish to the related owner trustee and any indenture trustee an attestation as whether the assessment of compliance with the applicable servicing criteria referred to above of the servicer or any subservicer is fairly stated in all material respects, or a statement that the firm cannot express that view.

Each sale and servicing agreement will also require the servicer and any subservicer to deliver annually to the related owner trustee and indenture trustee a certificate signed by an officer of the servicer or such subservicer, as applicable, stating that the servicer or such subservicer, as applicable, has fulfilled its obligations in all material respects under the sale and servicing agreement throughout the preceding calendar year (or, in the case of the first such certificate, from the closing date). However, if there has been a default in the fulfillment of any such obligation in any material respect, the certificate will describe each such default. The servicer has agreed to give each indenture trustee and owner trustee notice of certain servicer defaults under the related sale and servicing agreement.

You may obtain copies of these statements and certifications by a request in writing addressed to the servicer.

Custody of Motor Vehicle Loans

The issuing entity pursuant to the sale and servicing agreement will appoint us, as servicer, as the initial custodian of the motor vehicle loans and related files transferred to the issuing entity in order to assure uniform quality in servicing the motor vehicle loans and to reduce administrative costs. A loan file will consist of originals or copies of the executed motor vehicle loan, credit application, certificate of title and other documents relating to the motor vehicle loan, obligor and financed vehicle. As servicer, we will not stamp or otherwise mark the motor vehicle loans to reflect the transfer of the motor vehicle loans to the issuing entity. We may arrange for the motor vehicle loans and related paper files to be stored by a third party vendor. The motor vehicle loans transferred to the issuing entity will not be segregated from the other motor vehicle loans that we own or service.

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Principal Documents

In general, the operations of an issuing entity will be governed by the following documents:

Document	Parties	Primary Purposes
Trust Agreement	Owner trustee and JPMorgan Chase, as depositor	•        creates the issuing entity •        provides for issuance of a certificate representing the residual interest in the issuing entity and the certificates and payments to certificateholders and the holder of the residual certificate •        establishes the rights and duties of the owner trustee •        establishes the rights of certificateholders
Indenture	Issuing Entity, as issuer of the notes, and indenture trustee	•        provides for issuance of the notes, the terms of the notes and payments to noteholders •        secures the notes with a lien on the property of the issuing entity •        establishes the rights and duties of the indenture trustee •        establishes the rights of noteholders
Sale and Servicing Agreement	JPMorgan Chase, as depositor and servicer, and the issuing entity	•        effects transfer of motor vehicle loans to the issuing entity •        contains representations and warranties of JPMorgan Chase, as depositor, concerning the motor vehicle loans •        contains servicing obligations •        provides for compensation of the servicer •        directs how proceeds of the motor vehicle loans will be applied to the expenses of the issuing entity and payments on the securities issued by the issuing entity
Administration Agreement	JPMorgan Chase, as administrator, the indenture trustee and the issuing entity	•        contains obligations of the administrator to perform certain of the obligations of the issuing entity under the sale and servicing agreement and of the owner trustee under the trust agreement

Various provisions of these documents are described throughout this prospectus and will be described in the related prospectus supplement. The prospectus supplement for an issuing entity will describe any material provisions of the documents relating to that issuing entity that differ in a material way from the provisions described in this prospectus.

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A form of each of these principal documents has been filed as an exhibit to the registration statement of which this prospectus forms a part. The summaries of the principal documents in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of those principal documents.

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Credit and Other Enhancements

Credit and other enhancements are intended to enhance the likelihood of full payment of principal and interest due and to decrease the likelihood that securityholders will experience losses. Unless otherwise specified in the related prospectus supplement, the credit or other enhancements for a class of securities will not provide protection against all risks of loss and will not guarantee repayment of the entire principal balance and accrued interest. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, securityholders of any class will bear their allocable share of losses, as described in the related prospectus supplement.

The amounts and types of credit and cash flow enhancement arrangements, if any, and the provider thereof, if applicable, with respect to each class of securities issued by an issuing entity will be set forth in the related prospectus supplement. If and to the extent provided in the related prospectus supplement, credit and cash flow enhancement may be in the form of

• structural features such as subordination that will cause more junior classes of securities to absorb losses on the motor vehicle loans before more senior classes of securities and “turbo” payments where interest as well as principal collections from the motor vehicle loans will be applied to pay the principal of a class or classes of securities,

• excess spread, i.e., interest earned on the motor vehicle loans in excess of the sum of the amount of interest required to be paid on the securities and the servicing fees and other expenses of the issuing entity,

• one or more reserve accounts or cash deposits available to pay servicing fees, administration fees, interest on the securities and certain principal payments if collections on the motor vehicle loans are insufficient,

• a yield supplement agreement, yield overcollateralization amount or a yield supplement account to supplement collections on motor vehicle loans with low annual contract rates,

• overcollateralization, i.e. the amount by which the principal amount of the motor vehicle loans exceeds the principal amount of all of the issuing entity’s securities,

• letters of credit to be drawn upon to cover losses on the motor vehicle loans or shortfalls in payments due on specified securities issued by an issuing entity,

• credit or liquidity facilities to be drawn upon to cover losses on the motor vehicle loans or shortfalls in payments due on specified securities issued by an issuing entity,

• surety bonds to be drawn upon to cover losses on the motor vehicle loans or shortfalls in payments due on specified securities issued by an issuing entity,

• guaranteed investment contracts or guaranteed rate agreements under which in exchange for either a one-time payment or a series of periodic payments the issuing entity will receive specified payments from a counterparty either in fixed amounts or in amounts sufficient to achieve the returns on funds specified in the contract or agreement,

• swaps, caps, collars or other interest rate protection agreements under which an issuing entity receives payments from a counterparty based on a floating rate and makes payments based on a fixed rate to a counterparty or receives payments from a counterparty to the extent that a floating rate exceeds a stated rate in exchange for an upfront payment or

• repurchase or put obligations under which an issuing entity may put motor vehicle loans or securities issued by an issuing entity to a third party for a fixed amount.

If specified in the related prospectus supplement, credit or cash flow enhancement for a class of securities issued by an issuing entity may cover one or more other classes of securities issued by the same issuing entity.

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As depositor, we may replace or reduce the credit enhancement for any class of securities issued by an issuing entity with another form of credit enhancement without the consent of the holders of that class of securities, provided the rating agencies rating those securities confirm in writing that this substitution or reduction will not result in the reduction, qualification or withdrawal of the rating of that class of securities or any other class of securities issued by that issuing entity.

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Payments on the Securities

General

The prospectus supplement relating to the securities issued by a particular issuing entity will describe

• the timing, amount and priority of payments of principal and interest on each class of those securities,

• their interest rates or the formula for determining their interest rates,

• the method of determining the amount of their principal payments,

• the priority of the application of the issuing entity’s available funds to its expenses and payments on its securities and

• the allocation of losses on the motor vehicle loans included in that issuing entity among the classes of those securities.

The rights of any class of securities to receive payments may be senior or subordinate to other classes of securities. A security may be entitled to principal payments with disproportionate, nominal or no interest payments or interest payments with disproportionate, nominal or no principal payments or residual cash flow remaining after all other classes have been paid.

Interest rates may be fixed or floating.

One or more classes of securities may have fixed principal payment schedules, including a targeted scheduled payment date on which the securities are paid in full. The issuing entity issuing these securities may have issued variable funding securities or have a liquidity facility or similar arrangement that permits it to make those scheduled payments. If a class of securities is redeemable or subject to prepayment, the prospectus supplement will describe when the securities may be redeemed or prepaid and at what price, including any premium payable. The aggregate initial principal amount of the securities issued by an issuing entity may be greater than, equal to or less than the aggregate initial principal amount of the motor vehicle loans held by that issuing entity.

Payments of principal and interest on any class of securities will be made on a pro rata basis among all the securityholders of such class. If the amount of funds available to make a payment on a class is less than the required payment, the holders of the securities of that class will receive their pro rata share of the amount available for the class.

One or more classes of notes issued by an issuing entity may have a final scheduled payment date of less than 397 days from the date of the related prospectus supplement and that class or those classes may have received a short-term rating by a rating agency that is in one of the two highest short-term rating categories. The failure to pay a class of notes on or prior to the related final scheduled payment date will constitute an event of default under the related indenture.

Weighted Average Life of the Securities

The weighted average life of the securities issued by an issuing entity will generally be influenced by the rate at which the principal balances of the motor vehicle loans held by the issuing entity are paid. Principal payments come in the form of scheduled principal payments and prepayments. Prepayments can result from

• prepayments of motor vehicle loans in full,

• partial prepayments of motor vehicle loans,

• liquidations due to default,

• receipts of proceeds from theft and physical damage, credit life and credit disability insurance policies covering financed vehicles or obligors and

• repurchases of motor vehicle loans by the depositor or purchases of motor vehicle loans by the servicer for administrative reasons.

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Obligors may prepay motor vehicle loans at any time. Some of the motor vehicle loans may have prepayment penalties.

If the property of an issuing entity includes a pre-funding account, the securities issued by that issuing entity will be subject to partial prepayment on or immediately following the end of the funding period described in the related prospectus supplement. If an issuing entity includes a reserve account or other credit enhancement, the securities issued by that issuing entity will be subject to prepayments as a result of withdrawals being made from the reserve account or payments being made under the other enhancement in respect of defaulted motor vehicle loans.

The rate of prepayments on the motor vehicle loans 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 motor vehicle loan without our consent. Programs offered by lenders, such as JPMorgan Chase and its affiliates, which solicit or make available credit that may be used by obligors to prepay motor vehicle loans may also influence the rate of prepayments on the motor vehicle loans. The credit offered may include home equity lines of credit, consumer installment credit and credit cards. JPMorgan Chase and its affiliates may in the ordinary course of business offer general or targeted solicitations for extensions of credit. These solicitations may be sent to obligors. In addition, each sale and servicing agreement will allow us to refinance an existing motor vehicle loan for an obligor so long as the proceeds of the refinanced loan are used to prepay the existing motor vehicle loan in full and the refinanced loan is evidenced by a new promissory note. Any loan resulting from the refinancing will not be the property of the related issuing entity.

A prospectus supplement may provide for a specified period during which collections in respect of the motor vehicle loans allocated for that purpose will be applied to purchase additional motor vehicle loans for the issuing entity rather than applied to make distributions on the related securities. Any such application would increase the weighted average life of those securities. Also, a prospectus supplement may provide for a liquidity facility or similar arrangement under which collections may be invested and distributed on the related securities in planned amounts on scheduled payment dates.

Because of the uncertain amount of prepayments on the motor vehicle loans included in an issuing entity and these possible other features, we cannot assure you of the amount of principal payments that will be made on the securities issued by that issuing entity on each payment date. Holders of the securities alone will bear the reinvestment risks resulting from a faster or slower incidence of prepayments on the motor vehicle loans. A prospectus supplement may set forth additional information with respect to the maturity and prepayment considerations applicable to a particular pool of motor vehicle loans and the related securities.

In addition, as servicer we may grant extensions on payments on the motor vehicle loans under limited circumstances. The related prospectus supplement will contain a description of any limitations on the extension or modification of the motor vehicle loans included in a particular issuing entity. Any deferrals or extensions of those motor vehicle loans may increase the weighted average life of the related securities.

If an obligor under a Simple Interest Receivable, in addition to making his or her regularly scheduled payment, makes one or more additional scheduled payments in any Collection Period, we will treat the additional scheduled payments made in that Collection Period as a principal prepayment and we will apply it to reduce the principal balance of the related motor vehicle loan in that Collection Period. As a result of that prepayment, unless otherwise requested by the obligor, the obligor will not be required to make any scheduled payment in respect of that motor vehicle loan for the number of due dates corresponding to the number of additional scheduled payments he made. During that period interest will continue to accrue on the outstanding principal balance of the prepaid motor vehicle loan and the obligor’s account will not be considered delinquent. The related prospectus supplement will describe any obligation that we have as servicer to make Advances in respect of those unpaid interest payments.

When the obligor resumes his or her required payments, his regularly scheduled payments may be insufficient to cover the interest that has accrued since his last payment. Nonetheless the obligor’s prepaid motor

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vehicle loan 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 prepaid motor vehicle loan. Depending on the principal balance and interest rate of the related motor vehicle loan and on the number of payments that were prepaid, there may be extended periods of time during which such a motor vehicle loan is current but not amortizing.

Prepaid Simple Interest Receivables in any issuing entity will affect the weighted average life of the securities issued by the issuing entity. The distribution of the prepaid amount to the holders of the securities on the payment date following the Collection Period in which the amount was received will generally shorten the weighted average life of the securities. In addition, to the extent we make any Advances of interest with respect to a prepaid Simple Interest Receivable which subsequently goes into default, the loss on that motor vehicle loan may be larger than would have been the case had the Advances not been made because the liquidation proceeds from that motor vehicle loan will be applied first to reimburse us for our Advances.

Our portfolio of motor vehicle loans has historically included motor vehicle loans that have been prepaid by one or more scheduled monthly payments. We cannot assure you as to the number of motor vehicle loans that may become prepaid Simple Interest Receivables or the number or the principal amounts of the scheduled payments that may be prepaid.

If an obligor under any Actuarial Receivable, in addition to making his or her regularly scheduled payment, makes one or more additional scheduled payments in any Collection Period, we may deposit the additional scheduled payments made in that Collection Period into an account for the related issuing entity and apply them as described in the related prospectus supplement. No shortfalls in payment of interest or principal will result when prepaid amounts on Actuarial Receivables are deposited into an account on behalf of the issuing entity.

Interest Payments

A class of securities may bear interest at a fixed, variable, adjustable, or zero rate per annum. The applicable prospectus supplement will provide the detailed interest rate terms of your securities. The following sections provide a general overview of the mechanics of the various types of interest rates.

Fixed Rate Securities. Each class of fixed rate securities will bear interest at the applicable per annum interest rate or pass-through rate, as the case may be, specified in the related prospectus supplement. Interest on each class of fixed rate securities may be computed on the basis of a 360-day year of twelve 30-day months or on such other day count basis as is specified in the related prospectus supplement.

Floating Rate Securities. Each class of floating rate securities will bear interest for each applicable interest accrual period described in the related prospectus supplement at a rate per annum determined by reference to a base rate, plus or minus the number of basis points specified in the prospectus supplement, if any, or multiplied by the percentage specified in the prospectus supplement, if any, or as otherwise specified in the related prospectus supplement. Interest on each class of floating rate securities will be computed on the day count basis specified in the related prospectus supplement.

The base rate of interest for any floating rate securities will be based on the London interbank offered rate, commercial paper rates, federal funds rates, U.S. government treasury securities rates, negotiable certificates of deposit rates or another interest rate set forth in the related prospectus supplement.

A class of floating rate securities may also have either or both of the following, in each case expressed as a rate per annum:

• a maximum limitation, or ceiling, on the rate at which interest may accrue during any interest accrual period and

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• a minimum limitation, or floor, on the rate at which interest may accrue during any interest accrual period.

In addition to any maximum interest rate that may be applicable to any class of floating rate securities, the interest rate applicable to any class of floating rate securities will in no event be higher than the maximum rate permitted by applicable law.

Each issuing entity issuing floating rate securities may appoint a calculation agent to calculate interest rates on each class of its floating rate securities. The related prospectus supplement will identify the calculation agent, if any, for each class of floating rate securities, which may be either the owner trustee or the indenture trustee for the issuing entity. All determinations of interest by the calculation agent will, in the absence of manifest error, be conclusive for all purposes and binding on the holders of the floating rate securities of a given class.

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Form of Securities

Book-Entry Registration

Following is a description of the form your securities, whether certificates or notes, may take. We also describe how your securities may be transferred and how payments may be made to you.

Unless otherwise specified in the related prospectus supplement, each class of securities issued by an issuing entity will be represented by one or more global certificates registered in the name of Cede & Co., DTC’s nominee. Accordingly, Cede is expected to be the holder of record of each series of securities issued in book-entry form. This means that you, as an owner of securities, will generally not be entitled to Definitive Securities representing your interest in the issued securities. You will own securities through a book-entry record maintained by DTC. Your interests in the global securities will be represented through financial institutions acting on your behalf as direct and indirect participants in DTC. You may hold your securities through DTC in the U.S., Clearstream or the Euroclear system in Europe or in any manner described in the related prospectus supplement. Clearstream and Euroclear will hold positions on behalf of their customers or participants through their respective depositaries, which in turn will hold such positions in accounts as DTC participants.

If a class of securities is issued in book-entry form, all references in this prospectus and in the related prospectus supplement to actions by holders of such class of securities refer to actions taken by DTC upon instructions from its participating organizations and all references in this prospectus and in the related prospectus supplement to distributions, notices, reports and statements to holders of such class of securities refer to distributions, notices, reports and statements to DTC or its nominee, as the case may be, as the registered holder of such class of securities, for distribution to the holders of such class of securities in accordance with DTC’s procedures. Conveyance of notices and other communications by DTC to DTC participants, by DTC participants to indirect participants, and by DTC participants and indirect participants to securityholders will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Any securities of a given issuing entity owned by us or any of our affiliates will be entitled to equal and proportionate benefits under the applicable indenture or trust agreement, except that such securities will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of securityholders have given any request, demand, authorization, direction, notice, consent or other action under those documents.

Any purchase that you make of securities issued in book-entry form under the DTC system must be made by or through a DTC participant, which will receive a credit for the securities on DTC’s records. Your ownership interest is in turn recorded on the DTC participants’ and indirect participants’ records. You will not receive written confirmation from DTC of your purchase, but you can expect to receive written confirmation providing details of the transaction, as well as periodic statements of your holdings, from the DTC participant or indirect participant through which you entered into the transaction. Transfers of ownership interests in the securities are accomplished by entries made on the books of DTC participants acting on behalf of you and other securityholders.

In addition, securityholders will receive all distributions of principal and interest from the applicable indenture trustee or owner 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 indenture trustee or owner trustee to DTC’s nominee. DTC will forward such payments to its participants which thereafter will forward them to indirect participants or securityholders.

Distributions on securities held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream Customers 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 U.S. tax laws and regulations.

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Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of securities among participants on whose behalf it acts and is required to receive and transmit distributions of principal and interest on the securities it holds. Participants and indirect participants with whom securityholders have accounts similarly are required to make book-entry transfers and receive and transmit payments on behalf of their respective securityholders. Accordingly, although securityholders will not possess their respective 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, your ability to pledge securities to persons or entities that do not participate in the DTC system, or otherwise take actions with respect to such securities, may be limited due to the lack of a physical certificate for the securities.

You will not be recognized as a securityholder by the owner trustee or the indenture trustee. You will be permitted to exercise the rights of a securityholder only indirectly through DTC and its participants. Neither DTC nor Cede will consent or vote with respect to the securities issued by an issuing entity. Under its usual procedures, DTC mails an omnibus proxy to JPMorgan Chase as soon as possible after the record date, which assigns Cede’s consenting or voting rights to those DTC participants to whose accounts the securities are credited on the relevant record date. Clearstream and the Euroclear operator, as the case may be, will take any action permitted to be taken by a securityholder on behalf of a Clearstream Customer or 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.

Except as required by law, none of the administrator, the applicable owner trustee or the applicable indenture trustee will have any liability for any aspect of the records relating to payments made on account of beneficial ownership interests of the securities issued by any issuing entity held by DTC, Clearstream or the Euroclear system or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The global securities will be tradable 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.

Initial Settlement of the Global Securities. Investors electing to hold their global securities through DTC will follow the settlement practices that apply to U.S. corporate debt obligations. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date. Investors electing to hold their global securities through Clearstream or Euroclear accounts will follow the settlement procedures that apply 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 of the Global Securities. 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 depositor’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.

• Trading between Clearstream customers and/or Euroclear participants. Secondary market trading between Clearstream Customers or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

• Trading between DTC seller and Clearstream or Euroclear purchaser. When global securities are to be transferred from the account of a DTC participant to the account of a Clearstream Customer or a Euroclear Participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream

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Customer or Euroclear Participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the respective depositary, as the case may be, to receive the global securities against payment. Payment will include interest accrued on the global securities from and including the last interest 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 securities. After settlement has been completed, the global securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Customer’s or Euroclear Participant’s account. The securities credit will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the global securities 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 (that is, the trade fails), the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Clearstream Customers 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 this is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the global securities are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream Customers or Euroclear Participants can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Customers or Euroclear Participants purchasing global securities would incur overdraft charges for one day, assuming they cleared the overdraft when the global securities were credited to their accounts. However, interest on the global securities would accrue from the value date. Therefore, in many cases the investment income on the global securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream Customer’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 securities to the respective depositary for the benefit of Clearstream Customers 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 Clearstream or Euroclear seller and DTC purchaser. Due to time zone differences in their favor, Clearstream Customers and Euroclear Participants may employ their customary procedures for transactions in which global securities are to be transferred by the respective clearing system, through the respective depositary, to a DTC participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream Customer or Euroclear Participant at least one business day prior to settlement. In these cases, Clearstream or Euroclear will instruct the respective depositary, as appropriate, to deliver the securities to the DTC participant’s account against payment. Payment will include interest accrued on the global securities 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 Clearstream Customer or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream Customer’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 Clearstream Customer 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. If settlement is not completed on the intended value date (that is, the trade fails), receipt of the cash proceeds in the Clearstream Customer’s or Euroclear Participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase global securities from DTC participants for delivery to Clearstream Customers or Euroclear Participants should note that these trades

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would automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

• borrowing through Clearstream or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts) in accordance with the clearing system’s customary procedures,

• borrowing the global securities in the U.S. from a DTC participant no later than one day prior to settlement, which would give the global securities sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade or

• 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 Clearstream Customer or Euroclear Participant.

The Depositories—DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, 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 under the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entries, thereby eliminating the need for physical movement of certificates. Participants include both U.S. and non-U.S. securities brokers and dealers (who may include any of the underwriters of securities issued by an issuing entity), banks, trust companies, clearing corporations and certain other organizations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its DTC participants are on file with the SEC.

• Clearstream. Clearstream is incorporated under the laws of Luxembourg. Clearstream holds securities for Clearstream Customers and facilitates the clearance and settlement of securities transactions between Clearstream Customers through electronic book entry changes in accounts of Clearstream Customers, thereby eliminating the need for physical movement of certificates. Transactions may be settled through Clearstream in many currencies, including U.S. dollars. Clearstream provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in a number of countries through established depository and custodial relationships. As a professional depository, Clearstream is subject to regulation and supervision by the Luxembourg Monetary Institute. Clearstream Customers are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters of the securities issued by an issuing entity. Clearstream Customers in the U.S. are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream.

• Euroclear. The Euroclear system was created in 1968 to hold securities of Euroclear Participants and to clear and settle transactions between Euroclear 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 be settled in many currencies, including U.S. dollars. The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. The Euroclear system is operated by Euroclear Bank S.A./N.V. 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 Euroclear clearance system. Euroclear clearance system establishes policy for the Euroclear system on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other

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professional financial intermediaries and may include the underwriters of the securities issued by an issuing entity. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

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 the Euroclear system and applicable Belgian law. These terms and conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under these terms and conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

DTC may discontinue providing its services as securities depository for the securities issued by an issuing entity at any time by giving reasonable notice to JPMorgan Chase, as servicer, the owner trustee and, if applicable, the indenture trustee. If this occurs and a successor securities depository is not obtained, Definitive Securities will be printed and delivered. The servicer may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository. In that event, Definitive Securities will be delivered to each securityholder.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among their participants, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

Definitive Securities

Any notes or certificates initially issued by an issuing entity in book-entry form will be issued in fully registered, certificated form to the holders of the notes or the certificates or their respective nominees rather than to DTC or its nominee, only if:

• JPMorgan Chase, as servicer, advises the owner trustee or indenture trustee, as applicable, in writing that DTC is no longer willing or able to properly discharge its responsibilities as depository with respect to the securities and the servicer is unable to locate a qualified successor depository,

• JPMorgan Chase, as servicer, elects to terminate the book-entry system through DTC or

• after the occurrence of an Event of Default or an Event of Servicing Termination with respect to the securities issued by an issuing entity, holders representing at least a majority of the outstanding principal amount of the notes or certificates issued by that issuing entity advise the indenture trustee or the owner trustee, as applicable, through DTC in writing that the continuation of a book-entry system through DTC with respect to the notes or certificates, as the case may be, is no longer in the best interest of the holders of those securities.

Upon the occurrence of any event described in the immediately preceding paragraph, the indenture trustee or the owner trustee through DTC and its participants will be required to notify all applicable holders of the securities of the availability of Definitive Securities. Upon surrender by DTC of the definitive certificates representing the securities and receipt of instructions for re-registration, the owner trustee or indenture trustee, as applicable, will re-issue the securities as Definitive Securities to their holders.

Distributions of principal of, and interest on, Definitive Securities will be made by the related owner trustee or indenture trustee in accordance with the procedures set forth in the related indenture or trust agreement, as applicable, directly to the holders in whose names those Definitive Securities were registered at the close of business on the applicable record date specified in the related prospectus supplement. These distributions will be made by check mailed to the address of the securityholder as it appears on the register maintained by the owner trustee or indenture trustee, as applicable. However, the final payment on any Definitive Security will be made only upon presentation and surrender of the Definitive Security at the office or agency specified in the notice of final distribution to the applicable securityholders.

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Definitive Securities will be transferable and exchangeable at the offices of the related transfer agent and registrar for the securities. No service charge will be imposed for any registration of transfer or exchange, but the owner trustee or indenture trustee, as applicable, may require payment of a sum sufficient to cover any tax or other governmental charge imposed on the transfer or exchange.

List of Securityholders

Three or more holders of the notes issued by an issuing entity, each of whom has owned a note for at least six months, may, by written request to the related indenture trustee, obtain access to the list of all holders of the notes issued by that issuing entity maintained by the indenture trustee for the purpose of communicating with them with respect to their rights under the indenture or the notes. The indenture trustee may elect not to grant the requesting noteholders access to the list of all 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 Securities have been issued in exchange for the notes, the only noteholder appearing on the list maintained by the related indenture trustee will be Cede, as nominee for DTC. Under these circumstances, any beneficial owner of a note who wishes to communicate with other beneficial owners of the 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 by such other means as the beneficial owner may find available.

Three or more holders of certificates issued by an issuing entity or one or more holders of certificates evidencing not less than 25% of the initial stated certificate balance of the certificates issued by an issuing entity may, by written request to the related owner trustee, obtain access to the list of all holders of the certificates issued by that issuing entity for the purpose of communicating with them with respect to their rights under the related trust agreement or under the certificates. Unless Definitive Securities have been issued in exchange for the certificates, the only certificateholder appearing on the list maintained by the related owner trustee will be Cede, as nominee for DTC. Under these circumstances, any beneficial owner of a certificate who wishes to communicate with other beneficial owners of the certificates will not be able to identify those beneficial owners through the related owner trustee and instead will have to attempt to identify them through DTC and its participants or by such other means as the beneficial owner may find available.

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The Indenture

Each issuing entity will issue one or more classes of notes. The notes will be issued under the terms of an indenture between the issuing entity and the indenture trustee specified in the prospectus supplement, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. This summary describes the material provisions of the indenture common to the notes of each issuing entity. The attached prospectus supplement will give you additional information specific to the notes which you are purchasing. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the notes and the indenture.

Collateral

Each indenture will create a security interest in the motor vehicle loans and other property of the issuing entity in favor of the related indenture trustee on behalf of the related noteholders. The administrator on behalf of the issuing entity will be obligated to perfect such security interest by filing a financing statement under the uniform commercial code with the appropriate authority in the State of Ohio. The administrator on behalf of the issuing entity will be obligated to maintain such perfected security interest.

Events of Default

The Events of Default under each indenture will consist of:

• a default for five days, or such longer period as is specified in the related prospectus supplement, or more in the payment of any interest on any of the notes issued pursuant to the indenture,

• a default in the payment of the principal of or any installment of the principal of any note issued pursuant to the indenture when it becomes due and payable,

• a default in the observance or performance of any other covenant or agreement of the issuing entity made in the indenture which default materially and adversely affects the rights of the holders of the notes issued pursuant to the indenture and which default continues for a period of 30 days after written notice of the default is given to the issuing entity by the related indenture trustee or to the issuing entity and the indenture trustee by the holders of at least 25% in principal amount of the Controlling Class of notes, or for such longer period, not to exceed 90 days, as may be reasonably necessary to remedy the default, provided that the default is capable of being remedied within 90 days or less, or

• certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity.

The amount of principal due and payable to the holders of a class of notes under the indenture until the final scheduled payment date for that class of notes will generally be limited to amounts available to pay the principal of the notes. Therefore the failure to pay principal on a class of notes on any payment date generally will not result in the occurrence of an Event of Default until the final scheduled payment date for that class of notes.

Noteholder Rights Upon Event of Default. If an Event of Default should occur and be continuing with respect to the notes issued by any issuing entity, the related indenture trustee or the holders of a majority of the principal amount of the Controlling Class of the notes may declare the principal of the notes to be immediately due and payable. The holders of a majority of the principal amount of the Controlling Class of the notes may rescind that declaration at any time before the indenture trustee obtains a judgment or decree for the payment of money by the issuing entity.

If the notes issued by any issuing entity are declared to be due and payable following an Event of Default, the related indenture trustee may:

• institute proceedings to collect amounts due on the notes,

• foreclose on the issuing entity property or

• exercise other remedies as a secured party.

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In addition, the indenture trustee may sell the motor vehicle loans held by the issuing entity if

• the holders of all the outstanding notes issued by the issuing entity consent to the sale,

• the proceeds of the sale are sufficient to pay in full the principal and the accrued interest on all outstanding notes and certificates issued by the issuing entity at the date of the sale or

• there has been an Event of Default arising from a failure to pay principal or interest on any notes and the indenture trustee determines that the proceeds of the motor vehicle loans would not be sufficient on an ongoing basis to make all payments on the notes as those payments would have become due if the obligations had not been declared due and payable, and the indenture trustee obtains the consent of the holders of 66 ²/3% of the aggregate outstanding principal amount of the Controlling Class of notes.

The indenture trustee may elect to have the issuing entity maintain possession of the motor vehicle loans and continue to apply collections on those motor vehicle loans as if the notes had not been declared to be due and payable.

If an Event of Default occurs and is continuing under an indenture, the related indenture trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders of the notes issued under the indenture if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request.

The holders of a majority of the principal amount of the Controlling Class of the notes issued under the indenture will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the related indenture trustee.

Prior to the declaration that a series of notes are due and payable following the occurrence of an Event of Default, the holders of a majority of the principal amount of the Controlling Class of those notes may waive the Event of Default unless the Event of Default was caused by 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 all the holders of the outstanding notes.

No holder of a note will have the right to institute any proceeding with respect to the related indenture unless:

• the holder has previously given written notice to the related indenture trustee of a continuing Event of Default,

• the holders of not less than 25% in principal amount of the Controlling Class of notes have made a written request to the indenture trustee to institute a proceeding in its own name as indenture trustee,

• such holder or holders have offered the indenture trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with their request,

• the indenture trustee has, for 60 days after receipt of the notice, request and offer of indemnity, failed to institute a proceeding and

• no direction inconsistent with the written request has been given to the indenture trustee during the 60-day period by the holders of a majority of the principal amount of the Controlling Class of notes.

Nonetheless the holder of each note issued by an issuing entity will have the absolute and unconditional right to receive payment of principal of and interest on that note and to institute suit for the enforcement of that payment, which right may not be impaired without the individual holder’s consent.

Each indenture trustee and the related noteholders, by accepting notes, will covenant that they will not, at any time, institute against the issuing entity issuing the notes any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

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Neither the indenture trustee nor the owner trustee in its individual capacity, nor any holder of a certificate representing an ownership interest in an issuing entity nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will be personally liable for the payment of the principal of or interest on the notes issued by the issuing entity or for the agreements of the issuing entity contained in the applicable indenture.

Notice of Events of Default

If an Event of Default (or, an event that, with the giving of notice or passage of time or both, would be an Event of Default) occurs and is continuing and is either actually known or written notice of the existence thereof has been delivered to an officer of the corporate trust office of the indenture trustee, the indenture trustee will be obligated to mail to each noteholder notice of that default within 90 days after such knowledge or notice occurs. However, unless the default is a payment default, the indenture trustee may withhold such notice if and so long as a committee of its officers in good faith determines that withholding the notice is in the interest of the noteholders. The indenture trustee will not be charged with knowledge of an Event of Default until such time as an officer of the corporate trust office of the indenture trustee has actual knowledge or has received written notice of it.

Certain Covenants

Restrictions on Merger and Consolidation. Each indenture will provide that the related issuing entity may not consolidate with or merge into any other entity, unless

• the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia,

• the entity expressly assumes the issuing entity’s obligation to make due and punctual payments of principal and interest on the notes issued by the issuing entity and the performance or observance of every agreement and covenant of the issuing entity under the indenture,

• no Event of Default under the indenture has occurred and is continuing immediately after the merger or consolidation,

• the issuing entity has been advised that the rating of the notes and the certificates if any issued by the issuing entity then in effect would not be downgraded or withdrawn by the rating agencies as a result of the merger or consolidation,

• all action as is necessary to maintain the lien and security interest created by the indenture has been taken and

• the issuing entity has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the issuing entity or to any holder of a security issued by the issuing entity.

Other Covenants. Each issuing entity will agree, among other things, not to:

• except as expressly permitted by the applicable Related Documents, sell, transfer, exchange or otherwise dispose of any of the assets of the issuing entity,

• claim any credit on or make any deduction from the principal or interest payable in respect of the notes issued by the issuing entity, other than amounts withheld under the tax code or applicable state law,

• assert any claim against any present or former noteholders because of the payment of taxes levied or assessed upon the issuing entity,

• permit the validity or effectiveness of the related indenture to be impaired 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 under the indenture,

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• except for certain amendments which require the consent of all noteholders, amend or agree to any amendment of the terms of the Related Documents without the consent of the holders of a majority of the principal amount of the notes of the Controlling Class,

• 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 issuing entity or any part of those assets, or any interest in those assets or the proceeds of those assets or

• permit any lien of the indenture not to constitute a valid first priority security interest in the assets of the issuing entity, except as a result of any tax, mechanics’ or other like liens.

No issuing entity will be permitted to engage in any activity other than as described in the section of this prospectus entitled “The Issuing Entities” and in the section of the related prospectus supplement entitled “The Issuing Entity—Limited Purposes.” No issuing entity will be permitted to incur, assume or guarantee any indebtedness other than the indebtedness incurred under the notes issued by the issuing entity and the indenture, the certificates issued by the issuing entity and as a result of any Advances made to it by the servicer in accordance with the related sale and servicing agreement.

Annual Compliance Statement. Each issuing entity will be required to file annually with the related indenture trustee a written statement as to the fulfillment of its obligations under the indenture. The administrator will perform this obligation of the issuing entity, among others, pursuant to the administration agreement.

Satisfaction and Discharge of Indenture

An indenture will be discharged upon the delivery to the related indenture trustee for cancellation of all notes issued under that indenture, or with certain limitations, upon deposit with the indenture trustee of funds sufficient for, the payment in full of all those notes.

Modifications of the Indenture

Modifications of the Indenture With Noteholder Consent. Any issuing entity and the related indenture trustee may, with the consent of the holders of a majority of the principal amount of the notes of the Controlling Class, execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the related indenture, or modify in any manner the rights of the related holders of the notes. However, no supplemental indenture may effect any of the following changes without the consent of the holder of each note affected by that change:

• change the due date of payment of any installment of principal of or interest on any note,

• reduce the principal amount, the specified interest rate or the redemption price of any note,

• change any place of payment where, or the coin or currency in which, any note or any interest on the note is payable,

• impair the right to sue for the enforcement of provisions of the related indenture regarding payment,

• reduce the percentage of the aggregate amount of the Controlling Class of notes, the consent of the holders of which is required to waive compliance with certain provisions of the related indenture or of certain defaults under the indenture and their consequences as provided for in the indenture,

• modify or alter the provisions of the related indenture regarding the voting of notes held by JPMorgan Chase, the related issuing entity, any other obligor on the notes or any affiliate of any of JPMorgan Chase, the related issuing entity or such other obligor on the notes,

• reduce the percentage of the aggregate principal amount of the Controlling Class of the notes, the consent of which is required to direct the related indenture trustee to sell or liquidate the motor vehicle loans held by the issuing entity after an Event of Default if the proceeds of the sale would be insufficient to pay the principal amount and accrued but unpaid interest on all of the outstanding notes issued by the issuing entity,

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• reduce the percentage of the aggregate amount of the Controlling Class of the notes, the consent of which is required to amend the sections of the related indenture that specify the applicable percentage of aggregate principal amount of the notes necessary to amend the indenture or the Related Documents,

• modify any provisions of the indenture in a manner that affects the calculation of the amount of any payment of interest or principal due on any note on any payment date, including the calculation of any of the individual components of the calculation,

• permit the creation of any lien ranking prior to or on a parity with the lien of the related 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 collateral for the notes or deprive the holder of any note of the security afforded by the lien of the indenture.

Modifications of the Indenture Without Noteholder Consent. Any issuing entity and the related indenture trustee may enter into supplemental indentures, without obtaining the consent of the holders of the notes issued by that issuing entity, for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the related indenture or of modifying in any manner the rights of the holders of the notes so long as such action does not materially and adversely affect the interest of any noteholder.

The Indenture Trustee

The indenture trustee for the notes issued by each issuing entity will be specified in the related prospectus supplement. The principal offices of the indenture trustee will be specified in the related prospectus supplement.

The indenture trustee for any issuing entity may resign at any time, in which event the administrator of the issuing entity will be obligated to appoint a successor indenture trustee. The administrator will be obligated to remove any indenture trustee if the indenture trustee ceases to be eligible to continue as indenture trustee under the related indenture or if the indenture trustee becomes insolvent. In those circumstances, the administrator will be obligated to appoint a successor indenture trustee for the related series of notes. The holders of a majority of the principal amount of the notes of the Controlling Class may remove the indenture trustee by so notifying the indenture trustee and may appoint a successor indenture trustee. The administrator will be responsible for the expenses incurred in changing the indenture trustee.

If an issuing entity issues a class of notes that is subordinated to one or more other classes of notes and an Event of Default occurs under the related indenture, the indenture trustee may be deemed to have a conflict of interest under the Trust Indenture Act of 1939, as amended, and may be required to resign as indenture trustee for one or more of those classes of notes. In that case, the indenture will provide for a successor indenture trustee to be appointed for one or more of those classes of notes and may provide for rights of holders of the senior notes to consent to or direct actions by the related indenture trustee that are different from those of holders of the subordinated notes. 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 a successor indenture trustee.

The indenture trustee, both prior to and after the occurrence of an Event of Default, will be obligated to undertake to perform such duties and only such duties as are specifically set forth in the indenture and the sale and servicing agreement. The indenture trustee will have no duty to monitor the performance of an issuing entity. If an Event of Default known to the indenture trustee has occurred and is continuing, the indenture trustee will be obligated to exercise the rights and powers vested in it by the 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 will not be liable for any error of judgment made in good faith by its officers unless it is proved that the indenture trustee was negligent in

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ascertaining the pertinent facts nor will the indenture trustee be liable with respect to any action it takes or omits to take in good faith in accordance with the indenture or in accordance with a direction received by it from the noteholders given in accordance with the indenture.

The indenture trustee, upon receipt of any resolutions, certificates, statements, opinions, reports or other instruments required to be furnished to the indenture trustee, will be obligated to examine them to determine whether they conform to the requirements of the indenture or the sale and servicing agreement. In the absence of bad faith on its part or manifest error, the indenture trustee may conclusively rely upon certificates or opinions furnished to the indenture trustee. 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 will not be obligated to make any investigation into the facts or matters stated in any resolution, certificate, statement, opinion, report or other instrument unless requested in writing to do so by holders of notes evidencing not less than 25% of the principal amount thereof and only 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 are, in the opinion of the indenture trustee, reasonably assured to it. The servicer will be obligated to bear the expense of any such investigation. The indenture trustee will not be obligated to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the indenture or in the exercise of any of its rights or powers thereunder if it has reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

The servicer will be obligated 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. The servicer will be obligated to indemnify the indenture trustee against any and all loss, liability or expense incurred by it in connection with the performance of its duties under the indenture.

Indenture Trustee’s Annual Report. The indenture trustee for each issuing entity will be required to mail each year to all related noteholders a brief report relating to

• its eligibility and qualification to continue as indenture trustee under the related indenture,

• any amounts advanced by it under the related indenture,

• the amount, interest rate and maturity date of certain indebtedness owed by the trust to the related indenture trustee in its individual capacity,

• the property and funds physically held by the indenture trustee in its capacity as indenture trustee and

• any action taken by it that materially affects the related notes and that has not been previously reported.

Continuing Obligations of Indenture Trustee. The indenture trustee will agree in the indenture that, upon the payment in full of all outstanding notes issued under that indenture and the satisfaction and discharge of that indenture, it will continue to carry out its obligations under the related sale and servicing agreement as agent for the owner trustee of the issuing entity for the benefit of the certificateholders of the issuing entity.

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Sale of Motor Vehicle Loans

Sale and Assignment of Motor Vehicle Loans

Sale and Assignment of Initial Motor Vehicle Loans. When an issuing entity issues securities, as depositor, we will, in exchange for those securities, sell and assign to the issuing entity under a sale and servicing agreement, without recourse, our interest in a pool of motor vehicle loans, including our security interests in the related financed vehicles. Each motor vehicle loan will be identified in a schedule to the related sale and servicing agreement. We will then sell the securities offered by this prospectus and the related prospectus supplement as set forth in the prospectus supplement.

Sale and Assignment of Additional Motor Vehicle Loans. The prospectus supplement for the issuing entity will specify whether, and the terms, conditions and manner under which, we will sell and assign additional motor vehicle loans to the issuing entity from time to time during a funding period or otherwise.

Eligibility Criteria. Each sale and servicing agreement will set forth the criteria that must be satisfied by each motor vehicle loan as of the applicable cutoff date to be included in the issuing entity. These criteria will include the following:

• each motor vehicle loan

• in the case of a motor vehicle loan originated with the involvement of a dealer acting under a dealer agreement with JPMorgan Chase or an affiliate thereof, has been originated in the form of a credit sales transaction by a dealer or a purchase money loan or other note through a dealer located in one of the states of the United States for the retail financing of a motor vehicle or

• in the case of a motor vehicle loan originated by JPMorgan Chase or an affiliate thereof without the involvement of a dealer acting under a dealer agreement with such originator, has been originated by such originator in the United States in the form of a secured loan for the retail financing of a motor vehicle or

• in the case of a motor vehicle loan originated by an originator other than JPMorgan Chase or an affiliate thereof and acquired by JPMorgan Chase, has been originated in the form of a credit sales transaction by an automobile dealer or such originator, or a purchase money loan or other note by such originator in the United States for the retail financing of a motor vehicle, and

• in each case, has been fully and properly executed by the related parties,

• in the case of a motor vehicle loan in the form of a retail installment sales contract originated with the involvement of a dealer acting under a dealer agreement with JPMorgan Chase or an affiliate thereof, if such originator purchased the retail installment sales contract from the dealer, the retail installment sales contract has been validly assigned by that dealer to such originator in accordance with the terms of the dealer agreement,

• in the case of a motor vehicle loan originated by an originator other than JPMorgan Chase, has been purchased from that originator and validly assigned by that originator to JPMorgan Chase,

• contains customary and enforceable provisions so that the rights and remedies of the holder thereof will be adequate for realization against the collateral or the benefits of the security,

• other than a Final Payment Receivable or a Deferred Payment Receivable, provides for fully amortizing level scheduled monthly payments, provided that the last payment may be different from the level scheduled payment, and for accrual of interest according to the simple interest or actuarial method,

• each motor vehicle loan and each sale of the related financed vehicle complied at the time it was originated or made, and complied on and after the applicable cutoff date, in all material respects with applicable federal, state, and local laws, and related regulations, including usury laws, and any consumer credit, equal opportunity and disclosure laws applicable to the motor vehicle loan and the sale,

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• each motor vehicle loan constitutes the legal, valid and binding payment obligation in writing of the obligor, enforceable by the holder thereof in all material respects in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights,

• subject to the limited exceptions specified in the sale and servicing agreement relating, among other things, to administrative delays and clerical errors, immediately prior to its sale and assignment to the issuing entity, each motor vehicle loan was secured by a validly perfected first priority security interest in the related financed vehicle in favor of the originator thereof, which security interest is assignable and has been assigned to the related issuing entity;

• as of the applicable cutoff date, JPMorgan Chase had no knowledge of any facts which would give rise to any right, assertion or threat of rescission, setoff, counterclaim or defense with respect to the motor vehicle loan,

• as of the applicable cutoff date, JPMorgan Chase had no knowledge of any liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes relating to a financed vehicle, that would be liens prior to, or equal with, the lien granted by the motor vehicle loan,

• except for payment defaults continuing for less than 30 days as of the applicable cutoff date, JPMorgan Chase had no knowledge that a default, breach, violation or event permitting acceleration under the terms of the motor vehicle loans existed; JPMorgan Chase had no knowledge that a continuing condition that with notice or lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of the motor vehicle loan existed and JPMorgan Chase had not waived any of the above,

• each motor vehicle loan requires that the related obligor obtain comprehensive, liability, theft and physical damage insurance covering the related financed vehicle and

• each motor vehicle loan satisfies the other criteria described in this prospectus in the section entitled “The Motor Vehicle Loans” and the criteria for the selection of the motor vehicle loans to be included in the issuing entity described in the related prospectus supplement.

In addition, the depositor will represent and warrant to the issuing entity, among other things, that no motor vehicle loan has been sold, transferred, assigned or pledged by the depositor to any person other than the issuing entity and that immediately prior to the transfer and assignment of the motor vehicle loans to the issuing entity, the depositor had good and marketable title to each motor vehicle loan free and clear of all liens and rights of others; and, immediately upon the transfer thereof, the issuing entity will have either (i) good and marketable title to each motor vehicle loan, 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 motor vehicle loan and the proceeds thereof.

Repurchase of Motor Vehicle Loans

As of the last day of the second or, at our option, the first Collection Period following our discovery or notice to us, as depositor, that a motor vehicle loan did not meet the criteria described above or of a breach of either of the representations or warranties described above and that the failure or breach materially and adversely affects the interests of the related issuing entity in the motor vehicle loan, unless the failure has been cured, we will be obligated to repurchase the motor vehicle loan from the issuing entity. The repurchase price will be the Repurchase Amount, which is the unpaid principal balance of that motor vehicle loan plus accrued interest thereon at the contract rate through the last day of the month of the repurchase. Our repurchase obligation will constitute the sole remedy available to the securityholders of the related issuing entity for any such uncured breach.

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Protection of the Issuing Entity Property

Under the sale and servicing agreement, the depositor will be obligated to 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 issuing entity and the indenture trustee in the motor vehicle loans and the proceeds thereof.

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Additional Provisions of Transfer and Servicing Agreements

Amendments

Without Securityholder Consent. The parties to the transfer and servicing agreements may amend a transfer and servicing agreement without prior notice to the related securityholders, but with the prior consent of the related owner trustee or indenture trustee and prior notice to the rating agencies rating the securities issued by the related issuing entity, in order to:

• cure any ambiguity, correct or supplement any of its provisions or the provisions of the related securities, which may be inconsistent with any other provision of the transfer and servicing agreement,

• evidence the succession of a successor servicer or depositor pursuant to the transfer and servicing agreement,

• add any other provisions with respect to matters or questions arising under the transfer and servicing agreement that are not inconsistent with its provisions, provided that the amendment does not, on the basis of an officer’s certificate and/or opinion of counsel reasonably acceptable to the owner trustee and indenture trustee, materially and adversely affect the interests of the issuing entity or any securityholders or

• effect a transfer or assignment of the servicer’s or the issuing entity’s rights, obligations and duties under the transfer and servicing agreement.

With Securityholder Consent. The parties to the transfer and servicing agreements may amend a transfer and servicing agreement in order to add any provisions to or change in any manner or eliminate any of the provisions of that transfer and servicing agreement or to modify in any manner the rights of the securityholders with the consent of the holders of a majority of the principal amount of the notes and the holders of certificates evidencing at least a majority of the certificate balance then outstanding. However, the parties may not amend a transfer and servicing agreement without the consent of the holders of all outstanding notes and certificates affected thereby if the amendment:

• increases or reduces in any manner the amount of, or accelerates or delays the timing of, collections of payments on the related motor vehicle loans or distributions that are required to be made for the benefit of the securityholders or

• reduces the percentage of the notes or certificates issued by an issuing entity that is required for consent to any such amendment.

Termination

The obligations of the servicer, the depositor, the owner trustee and any indenture trustee pursuant to the transfer and servicing agreements with respect to each issuing entity will terminate upon the earlier of:

• the payment date next succeeding the month that is six months after the maturity or other liquidation of the last motor vehicle loan held by the issuing entity and the disposition of any amounts received upon liquidation of any property remaining in the issuing entity and

• the payment to the holders of the securities issued by the issuing entity 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 may be permitted to purchase from the issuing entity all the remaining motor vehicle loans as of the end of any Collection Period if the outstanding aggregate principal balance of the motor vehicle loans held by the issuing entity at that time is equal to or less than the percentage specified in the prospectus supplement of the initial aggregate principal balance of the motor vehicle loans. The purchase price for the motor vehicle loans will equal the aggregate of the Repurchase

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Amounts. If the servicer elects to purchase the motor vehicle loans held by an issuing entity, the issuing entity will concurrently prepay in full any notes issued by the issuing entity and retire any certificates issued by the issuing entity in the manner described in the related prospectus supplement.

The owner trustee and any indenture trustee will give written notice of termination to each holder of record of securities issued by the issuing entity. The notice will specify the payment date on which the securityholders may surrender their securities to the related owner trustee, indenture trustee or transfer agent and registrar for final payment. The final distribution to any securityholder will be made only upon surrender and cancellation of that holder’s security at the office or agency of the related owner trustee, indenture trustee or transfer agent and registrar, as specified in the notice of termination.

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Material Legal Aspects of the Motor Vehicle Loans

Security Interests in the Motor Vehicle Loans

The motor vehicle loans are “chattel paper” as defined in the UCC in effect in the State of New York. The sale of chattel paper is treated in a manner similar to the creation of a security interest in chattel paper under the UCC. We perfect our security interests in the motor vehicle loans originated through dealers by taking physical possession of the paper contracts and by taking control over the authoritative copies of the electronic contracts. In order to protect an issuing entity’s ownership interest in the motor vehicle loans transferred to it, we will file UCC-1 financing statements with the appropriate governmental authorities in the State of Ohio to give notice of the issuing entity’s ownership interest in the motor vehicles loans and their proceeds. We will not notify the obligors under the motor vehicle loans of the transfer of those loans to the issuing entity.

Under the sale and servicing agreement, we, as depositor, will be obligated to maintain the perfection of the issuing entity’s ownership interest in the motor vehicle loans. However, a purchaser of chattel paper who gives new value and takes possession, or obtains control in the case of electronic contracts, of it in the ordinary course of its 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 or control of the chattel paper by the original secured party, if that purchaser acted in good faith without knowledge that the purchase of the related chattel paper violates the rights of a third party. Any purchaser would not be deemed to have knowledge of the issuing entity’s ownership interest by virtue of UCC filings and would not learn of the transfer of the motor vehicle loans to the issuing entity from a review of the documents evidencing the motor vehicle loans since they will not be marked to show any sale. The master computer records of all of the motor vehicle loans owned or serviced by us and our affiliates will indicate the sale. In addition, if the methods by which the authoritative copies of the electronic contracts are assigned to us and by which the servicer maintains control over such authoritative copies are not sufficient under the applicable provisions of the UCC to perfect the assignment of such electronic contracts to us, a creditor of a dealer that originated an electronic contract may have an interest in that contract that is prior to the interest of the issuing entity. If this were to occur, the only recourse of the issuing entity would be against us, as depositor, pursuant to our repurchase obligation.

Security Interests in the Financed Vehicles

Initial Perfection of Security Interests. Security interests in vehicles registered in most states may be perfected by a notation of the secured party’s lien on, or possession of, the certificate of title for the vehicle, depending on state law. In certain states, such as New York, California and Virginia these liens are noted electronically rather than on paper certificates. We obtain a representation and warranty from each dealer from whom we purchase a motor vehicle loan under a dealer agreement to the effect that we have been designated as the sole lien holder on the certificate of title for the related financed vehicle. We obtain the same representation and warranty from the obligor under a motor vehicle loan being originated directly without involvement of a dealer. If the dealer or obligor fails, due to clerical errors or for any other reason, to effect notation of our interest in the financed vehicle, we would not have a perfected first priority security interest in the financed vehicle. If this were to occur, our only recourse would be against the obligor on an unsecured basis or against the dealer under the dealer agreement.

Transfer of Security Interests. Pursuant to the terms of each sale and servicing agreement we will assign our security interests in the financed vehicles securing the motor vehicle loans to each issuing entity. The issuing entity will grant a security interest in those security interests in the financed vehicles to the related indenture trustee as security for the notes. Because of the administrative burden and expense, none of JPMorgan Chase, the owner trustee or the indenture trustee will amend the certificates of title for the financed vehicles to identify us (if the motor vehicle loan was not originated by us), the issuing entity or the related indenture trustee as the new secured party. Accordingly, we (or, if the motor vehicle loan was not originated by us, the originator) will continue to be named as the secured party on the certificates of title for the financed vehicles.

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In most states, assignment of a motor vehicle loan together with the related security interest in the financed vehicle is an effective conveyance of the security interest in the financed vehicle without amendment of any lien noted on the certificate of title for the financed vehicle. In that case, the assignee of the motor vehicle loan succeeds to the originator’s rights as a secured party in the financed vehicle as against creditors of the obligor. In other states, in the absence of an amendment to the lien noted on the certificate of title for the financed vehicle, JPMorgan Chase, the related issuing entity and the related indenture trustee may not have a perfected security interest in the financed vehicle. In that event or if the originator did not obtain a perfected first priority security interest in the financed vehicle, the only recourse of the issuing entity would be against the obligor on an unsecured basis or, if the originator did not obtain a perfected security interest in the financed vehicle, against us, as depositor, pursuant to our repurchase obligation. If there are any financed vehicles as to which the originator has failed to obtain a perfected first priority security interest, the security interest would be subordinate to, among others, holders of perfected security interests, and subsequent purchasers of the financed vehicles would take possession free and clear of that security interest.

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 on the certificate of title for a financed vehicle will be sufficient to protect the issuing entity’s security interest in that financed vehicle against the rights of subsequent purchasers of the vehicle or subsequent lenders who take a security interest in the vehicle. There also exists a risk that by not identifying the issuing entity or the related indenture trustee as the new secured party on the certificate of title for a financed vehicle, through fraud or negligence, the security interest of the issuing entity or indenture trustee could be released.

Maintenance of Perfection of Security Interests. If the owner of a financed vehicle moves to a state other than the state in which the financed vehicle was initially registered, under the laws of most states the perfected security interest in the financed vehicle will continue for four months after the relocation. A majority of states generally require surrender of a certificate of title to re-register a vehicle. Accordingly, upon notification thereof, the servicer must surrender possession of the certificate of title if it holds it or, if the financed vehicle was originally registered in a state which the secured party does not maintain possession of the certificate of title, the servicer receives a notice of the surrender of the certificate of title for re-registration if the security interest in the financed vehicle is noted on the certificate of title. Accordingly, the servicer has the opportunity to re-perfect the security interest in the financed vehicle in the state of relocation. In states that do not require surrender of a certificate of title for registration of a motor vehicle, re-registration could defeat perfection.

In the ordinary course of servicing the motor vehicle loans, we take steps to re-perfect the security interests in the financed vehicles upon receipt of notice of re-registration or information from the obligor as to relocation. Similarly, when an obligor sells a financed vehicle, we must surrender possession of the certificate of title or we will receive notice as a result of the notation of our lien. Accordingly, we will have an opportunity to require full payment and discharge of the motor vehicle loan before releasing the lien. Under each sale and servicing agreement, as servicer, we will be obligated to take such steps, at our expense, as are necessary to maintain perfection of the security interests in the financed vehicles.

Under the laws of many states, 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 in a financed vehicle. Certain U.S. federal tax liens may have priority over the lien of a secured party in a financed vehicle. As depositor, we will represent in each sale and servicing agreement that as of the applicable cutoff date, we have no knowledge of any of these types of liens on any financed vehicles. However, these types of liens could arise at any time during the term of a motor vehicle loan. No notice will be given to the owner trustee if any of these types of liens arise on the financed vehicles after the cutoff date.

Enforcement of Security Interests. As servicer, on behalf of each issuing entity and the indenture trustee, we may take action to enforce the security interest in the financed vehicle securing any motor vehicle loan by repossessing and selling the financed vehicle. We may contract out to third party contractors the actual

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repossession of the financed vehicle. Under the UCC 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”, meaning without a breach of the peace, and, in the absence of voluntary surrender and the ability to repossess without a breach of the peace, by judicial process. The UCC and consumer protection laws in most states place restrictions on repossession sales, including requiring prior notice to the obligor, obligor reinstatement and/or redemption rights and commercial reasonableness in the sale. If we repossess a financed vehicle and sell it, the issuing entity will have the first claim on the sale proceeds before the claims of unsecured creditors or the holders of subsequently perfected security interests or the claim of the obligor.

Under the UCC and laws applicable in most states, a creditor is entitled to obtain a deficiency judgment from a debtor for any deficiency on repossession and sale of the motor vehicle securing the obligor’s loan. However, some states 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.

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.

Consumer Protection Laws

Numerous federal and state consumer protection laws may impose requirements applicable to the origination and the extension of credit pursuant to the motor vehicle loans, 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, 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 each issuing entity, 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 “holder-in-due-course” 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 under the contract from the obligor. The Uniform Consumer Credit Code, applicable in certain states, contains provisions which generally duplicate this rule. Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosure in addition to those required under federal law. In some cases, these laws could adversely affect the ability of an assignee to enforce a contract.

Each sale and servicing agreement will set forth criteria that must be satisfied by each motor vehicle loan, and these criteria will include, among other things, that each motor vehicle loan complies with all requirements of law in all material respects. Accordingly, if an obligor has a claim against an issuing entity for violation of any law and that claim materially and adversely affects the related securityholders’ interest in the motor vehicle loan, that violation would result in the motor vehicle loan’s failure to satisfy a criterion in the related sale and servicing agreement and would give rise to JPMorgan Chase’s obligation, as depositor, to repurchase the motor vehicle loan unless the failure is cured.

Under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into a motor vehicle loan before entering into military service or, in the case of reservists, before being placed on active duty, are entitled, upon appropriate written notice to the creditor, to a reduction in the rate at which interest accrues on their motor vehicle loans to 6% per annum during their period of active service unless a court orders otherwise upon application of the creditor. In addition, the Relief Act requires a creditor seeking to repossess the vehicle of an individual covered by the Relief Act to obtain a court order before it can do so and permits the court to stay the proceeding for as long as the court determines justice and equity require. The Relief Act applies to members of the Army, the Navy, the Air Force, the Marines, the National Guard, the Reserve (when placed on active duty), the Coast Guard and officers of the U.S. Public Health Service

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or the National Oceanic and Atmospheric Administration ordered to federal duty with the military. The U.S. military operations in Afghanistan and Iraq have increased and may in the future increase the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. There are also similar state laws that may relieve, reduce, adjust or extend the obligations under, or the rights of a creditor with respect to, the motor vehicle loans of members of the military or other forms of governmental service and the motor vehicle loans of their dependents. Because the Relief Act and most similar state laws cover obligors who enter military or other service (including reservists who are called to active duty) after origination of the motor vehicle loan, no information can be provided as to the number of motor vehicle loans transferred to an issuing entity that may be affected thereby. Any resulting shortfalls in interest or principal payments on the motor vehicle loans will reduce the amount available to make payments on the securities issued by an issuing entity.

Other Litigation

A number of lawsuits have been threatened or filed in both state and federal courts against us and our affiliates challenging certain policies and practices of our indirect motor vehicle loan business. We and our affiliates have defended ourselves against claims in the past and intend to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, we believe that any liability which might result from any of these lawsuits will not have a material adverse effect on us or the motor vehicle loans.

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Legal Aspects of Our Transfer and Servicing of the Motor Vehicle Loans

Certain Matters Relating to Conservatorship or Receivership

We are chartered as a national banking association and are subject to regulation and supervision by the Office of the Comptroller of the Currency. If we become insolvent, are in an unsound condition, engage in certain violations of our by-laws or regulations or if other similar circumstances occur, the Comptroller is authorized to appoint the FDIC as conservator or receiver.

The FDIC, as conservator or receiver, is authorized to repudiate any “contract” of JPMorgan Chase. This authority may permit the FDIC to repudiate the transfer of motor vehicle loans to an issuing entity. Under an FDIC regulation, however, the FDIC, as conservator or receiver, will not use its repudiation authority to reclaim, recover or recharacterize financial assets, such as the motor vehicle loans, transferred by a bank if certain conditions are met, including that the transfer qualifies for sale accounting treatment, was made for adequate consideration, and was not made fraudulently, in contemplation of insolvency or with the intent to hinder, delay or defraud the bank or its creditors. We believe that this FDIC regulation will apply to the transfer of motor vehicle loans under a sale and servicing agreement to an issuing entity, and intend to satisfy the conditions of the regulation.

In the event that the FDIC nevertheless repudiates the transfer of motor vehicle loans to an issuing entity, the amount of compensation that the FDIC is required to pay is limited to “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as conservator or receiver. There is no statutory definition of “actual direct compensatory damages” but the term does not include damages for lost profits or opportunity. The staff of the FDIC takes the position that upon repudiation these damages would not include interest accrued to the date of actual repudiation, so that the issuing entity would receive interest only through the date of the appointment of the FDIC as conservator or receiver. Since the FDIC may delay repudiation for up to 180 days following that appointment, the issuing entity may not have a claim for interest accrued during this 180 day period. In addition, in one case involving the repudiation by the Resolution Trust Corporation, formerly a sister agency of the FDIC, of certain secured zero-coupon bonds issued by a savings association, a United States federal district court held that “actual direct compensatory damages” in the case of a marketable security meant the market value of the repudiated bonds as of the date of repudiation. If that court’s view were applied to determine an issuing entity’s “actual direct compensatory damages” in the event the FDIC repudiated the transfer of motor vehicle loans to an issuing entity under the applicable sale and servicing agreement, the amount paid to the issuing entity could, depending upon circumstances existing on the date of the repudiation, be less than the principal amount of the securities issued by that issuing entity and the interest accrued thereon to the date of payment.

If the FDIC were appointed as conservator or receiver for JPMorgan Chase, the FDIC could:

• require the owner trustee of the issuing entity to go through an administrative claims procedure to establish its right to payments collected on the motor vehicle loans held by the issuing entity,

• request a stay of proceedings with respect to the issuing entity’s claims against JPMorgan Chase, or

• repudiate without compensation JPMorgan Chase’s ongoing obligations under the sale and servicing agreement, such as the duty to collect payments or otherwise service the motor vehicle loans, or its obligations under an administration agreement to provide administrative services to an issuing entity.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as conservator or receiver, and (2) any property in the possession of the FDIC, as conservator or receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC.

The FDIC, as conservator or receiver, may have the power to (i) prevent any of the indenture trustee or the securityholders from appointing a successor servicer under the related sale and servicing agreement or (ii) authorize JPMorgan Chase to stop servicing the motor vehicle loans.

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If the FDIC were to take any of these actions, payments of principal and interest on the securities issued by the issuing entity could be delayed or reduced.

Certain Regulatory Matters

The operations and financial condition of JPMorgan Chase are subject to extensive regulation and supervision and to various requirements and restrictions under federal and state law. The appropriate federal banking agencies have broad enforcement powers over JPMorgan Chase and its affiliates. These enforcement powers may adversely affect the operations of an issuing entity and the rights of the holders of the securities issued by that issuing entity under the related sale and servicing agreement and administration agreement prior to the appointment of a receiver or conservator.

If the appropriate federal banking agency finds that any agreement or contract, including a sale and servicing agreement or administration agreement, of JPMorgan Chase, or the performance of any obligation under such an agreement or contract, or any activity of JPMorgan Chase that is related to its obligations under such an agreement or contract, constitutes an unsafe or unsound practice, violates any law, rule, regulation, or written condition or agreement applicable to JPMorgan Chase or would adversely affect the safety and soundness of JPMorgan Chase, that banking agency has the power to order or direct JPMorgan Chase, among other things, to rescind that agreement or contract, refuse to perform that obligation, terminate that activity, or take such other action as the banking agency determines to be appropriate. JPMorgan Chase may not be liable to you for contractual damages for complying with such an order or directive, and you may not have any legal recourse against the applicable banking agency.

On March 14, 2003, the Comptroller issued a temporary cease and desist order and a notice of charges for a permanent cease and desist order against a national banking association in connection with a securitization of its credit card receivables. On April 15, 2003, the Comptroller terminated those orders and issued a consent order against that bank that directed that bank to, among other things,

• cease to act as servicer upon the appointment of a successor servicer, but in any case no later than June 30, 2003,

• withhold funds from collections in an amount determined by a servicing compensation schedule set forth in the consent order, notwithstanding the priority of payments established in the securitization documents and the relevant trust’s perfected security interest in those funds; and

• withhold funds from current collections in an amount sufficient to reimburse that bank retroactively for the servicing compensation amount established for the period April 1, 2003 to the date of the order, less servicing fees and compensation withheld by that bank during this period pursuant to the securitization documents and the temporary cease and desist order.

The servicing fee rates described in the schedule set forth in the consent order were higher than the servicing fee rate established in that bank’s securitization documents. The temporary cease and desist order had directed that bank to withhold funds from collections in an amount sufficient to compensate that bank for its actual costs and expenses of servicing its securitized receivables. The notice of charges for a permanent cease and desist order had asserted that the servicing fee which that bank was entitled to receive under the securitization documents was inadequate compensation due to the nature of its portfolio, and therefore contrary to safe and sound banking practices, because (i) that bank’s actual cost of servicing exceeded the contractual servicing fee and (ii) as a result of the subordination, the servicing fee the bank was receiving was reduced or the bank received no payments for certain services. In addition, the Comptroller separately ordered that bank to cease extending new credit on its credit cards.

In the event that JPMorgan Chase were in economic or regulatory difficulty and servicing fees payable under the sale and servicing agreements and/or administration agreements did not fully compensate JPMorgan Chase for its actual servicing or administration costs, a federal banking agency might order JPMorgan Chase to

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amend or rescind its sale and servicing agreements and/or administration agreements, or to withhold amounts equal to its actual servicing or administration costs as determined by that banking agency. While JPMorgan Chase has no reason to believe that any federal banking agency would currently consider provisions relating to JPMorgan Chase under its sale and servicing agreements and administration agreements to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that a federal banking agency in the future would not conclude otherwise. If a federal banking agency did reach such a conclusion, and ordered JPMorgan Chase to rescind or amend its sale and servicing agreements and/or administration agreements, payments to you could be delayed or reduced.

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Material Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax considerations 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 (i.e., the first price at which a substantial amount of the notes and the certificates are sold to investors). This summary is based upon the Internal Revenue Code of 1986, as amended, 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. federal income taxation, nor does it address U.S. federal income tax consequences that may be relevant to certain types of investors, such as financial institutions, insurance companies, dealers in securities or currencies, tax-exempt organizations, regulated investment companies, real estate investment trusts, persons who hold the notes or certificates as part of a hedging, integrated or conversion transaction, constructive sale or straddle, traders in securities that have elected to mark their securities holdings to market or persons whose functional currency is not the U.S. dollar, who may be subject to special treatment under the tax 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. Prospective investors should note that no rulings have been or will be sought from the IRS with respect to any of the U.S. federal income tax consequences discussed in this prospectus and opinions of counsel are not binding on the IRS or the courts. Thus, we can give you no assurance that the IRS will not take positions contrary to those described below. This discussion of the U.S. federal income tax consequences, to the extent that it states matters of law or legal conclusions and subject to the qualifications stated herein, represents the opinion of Simpson Thacher & Bartlett LLP, special counsel to JPMorgan Chase (“Special Counsel”). The opinions of Special Counsel described and delivered in connection with the filing of this prospectus and each related prospectus supplement 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 possible effects of the classification of an issuing entity as a partnership and its notes as debt for U.S. federal income tax purposes for investors generally and related 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 advisor. Accordingly, investors should consult their own tax advisors to determine the federal, state, local, and other tax consequences that may be relevant to their purchase, ownership and disposition of the notes or the certificates issued by an issuing entity based upon their particular facts and circumstances.

If a partnership holds notes or certificates, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A noteholder or certificateholder that is a partner of a partnership holding notes or certificates should consult its own tax advisor.

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. The discussion below assumes that JPMorgan Chase is and will remain the holder of a certificate representing the residual interest in the issuing entity. 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 tax code. As used herein, a “U.S. noteholder” or “U.S. certificateholder” means a holder that is for U.S. federal income tax purposes:

• a citizen or resident of the United States,

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia,

• an estate the income of which is subject to U.S. federal income taxation regardless of its source or

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• a trust if (a) it is subject to the primary supervision of a court within the United States and one or more United States persons has the authority to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

A “non-U.S. noteholder” or “non-U.S. certificateholder” is a holder (other than a partnership) that is not a U.S. noteholder or U.S. certificateholder. For purposes of the following summary, references to the issuing entity, the notes, the certificates and related terms, parties and documents shall be deemed to refer, unless otherwise specified herein, to each issuing entity and the notes, certificates and related terms, parties and documents applicable to such issuing entity.

Tax Characterization of the Issuing Entity

Special Counsel will, except as otherwise provided in the related prospectus supplement, deliver its opinion that the issuing entity will not be classified as an association (or publicly traded partnership) taxable as a corporation. This opinion will be based on, among other things, certain facts and assumptions contained in such opinion that the terms of the trust agreement will be complied with, and on counsel’s conclusion, based in part upon a representation of JPMorgan Chase, that the nature of the issuing entity’s income exempts it from the rule that certain publicly traded partnerships are taxable as corporations.

JPMorgan Chase and the certificateholders, by their purchase of certificates, will agree to treat the issuing entity as a partnership for all U.S. tax purposes with the assets of such partnership being the assets held by the issuing entity (including any reserve account and all investment earnings thereon), the partners of the partnership being the certificateholders and JPMorgan Chase, and the notes being debt of the partnership. However, the proper characterization of the arrangement involving the issuing entity, the certificateholders, the noteholders and JPMorgan Chase is not clear.

A variety of alternative characterizations are possible under which the tax consequences would differ. For example, because the certificates have certain features characteristic of debt, the certificates might be considered debt of JPMorgan Chase or the issuing entity. The following discussion assumes that, for U.S. federal income tax purposes, (i) the issuing entity will be properly classified as a partnership (other than a publicly traded partnership), (ii) the notes will be treated as debt of this partnership and (iii) the certificates represent equity interests in the partnership.

Tax Characterization of the Issuing Entity in Which All Certificates are Retained by the Depositor or an Affiliate

Special Counsel will, except as otherwise provided in the related prospectus supplement, deliver its opinion that an issuing entity which issues notes to investors and all the certificates of which are retained by the depositor or an affiliate thereof will not be classified as an association (or publicly traded partnership) taxable as a corporation. This opinion will be based on, among other things, certain facts and assumptions contained in such opinion that the terms of the trust agreement will be complied with.

Tax Consequences to Noteholders

U.S. Noteholders

Treatment of the Notes as Indebtedness. The issuing entity and the noteholders, by their purchase of the notes, will agree to treat the notes as debt for all U.S. federal, state and local tax purposes. Special Counsel will, except as otherwise provided in the related prospectus supplement, deliver its opinion that 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. Except to the extent indicated in the related prospectus supplement, the notes will be sold at no more than the statutorily defined de minimis discount (i.e., 1/4% of the principal amount of a note multiplied by its weighted average life to maturity) from their stated principal amount. In such case, the

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notes will not be considered to have been issued with original issue discount, or OID, in excess of the statutorily defined de minimis amount. Assuming the notes are not issued with OID, 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 Treasury regulations, a holder of a note issued with a de minimis amount of OID must include gain attributable to such OID in income, on a pro rata basis, as principal payments are made on the note. If a note were treated as being issued with OID, a noteholder would be required to include OID in income as interest over the term of the note over a constant yield method. Additional tax considerations with respect to such notes would be disclosed in the related prospectus supplement.

Sale or Other Disposition. If a noteholder sells or otherwise disposes of a note in a taxable transaction, the former noteholder will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition (less an amount equal to any accrued but unpaid interest which will be treated as a payment of interest) and the noteholder’s adjusted tax basis in the note. The long-term capital gains of individuals generally are eligible for reduced rates of taxation. Capital losses generally may be used only to offset capital gains.

Non-U.S. Noteholders

U.S. Federal Withholding Tax. 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 issuing entity of principal or interest on a note owned by a non-U.S. noteholder, provided that (i) the interest paid on the note is not effectively connected with the beneficial owner’s conduct of a trade or business in the United States, (ii) the beneficial owner is not actually or constructively a “10-percent shareholder” of the issuing entity (including a holder of 10% or more of the issuing entity’s outstanding certificates) or JPMorgan Chase, (iii) the beneficial owner is not a “controlled foreign corporation” with respect to which the issuing entity or JPMorgan Chase is a “related person” within the meaning of the tax code, (iv) the beneficial owner is not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the tax code and (v) the beneficial owner satisfies the statement requirement (described generally below) set forth in Section 871(h) and Section 881(c) of the tax code and the Treasury regulations thereunder; and

(b) no withholding of U.S. federal income tax generally will be required with respect to any gain realized by a non-U.S. noteholder 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)(v) above, the beneficial owner of a note, or a financial institution holding the note on behalf of such owner, must provide, in accordance with specified procedures, the 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. These requirements will be met if (i) the beneficial owner provides the name and address of the beneficial owner, and certifies, under penalties of perjury, that the beneficial owner is not a “U.S. person” (which certification may be made on an IRS Form W-8BEN or a successor form), or (ii) a beneficial owner holds the notes through certain foreign intermediaries and satisfies the certification requirements of applicable Treasury regulations. Special certification and other rules apply to certain non-U.S. noteholders that are pass-through entities rather than individuals.

If a non-U.S. noteholder cannot satisfy the requirements of the “portfolio interest” exception described in (a) above, payments of interest (including OID) made to a non-U.S. noteholder 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 W-8BEN (or successor form) claiming an exemption from, or reduction in the rate of, withholding under the benefit of an applicable tax treaty or (ii) IRS Form W-8ECI (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.

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U.S. Federal Income Tax. If a non-U.S. noteholder is engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of such trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), the non-U.S. noteholder, although exempt from the U.S. withholding tax discussed above (provided the certification requirements are satisfied), will be subject to U.S. federal income tax on such interest on a net income basis in the same manner as if it were a U.S. noteholder. In addition, if such non-U.S. noteholder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable tax treaty) of its effectively connected earnings and profits for the taxable year, subject to adjustments.

Any gain realized by a non-U.S. noteholder upon the sale, exchange or retirement of a note generally will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S. noteholder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment) or (ii) in the case of gain recognized by a non-U.S. noteholder 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.

Special rules may apply to certain non-U.S. noteholders, such as “controlled foreign corporations”, “passive foreign investment companies”, and certain U.S. expatriates, that are subject to special treatment under the tax code. Such non-U.S. noteholders should consult their own tax advisors to determine the U.S. federal, state and local and other tax consequences that may be relevant to their decision to purchase notes.

U.S. Federal Estate Tax. A non-U.S. noteholder’s estate will not be subject to U.S. federal estate tax on notes beneficially owned by such noteholder at the time of his or her death, provided that any payment to the non-U.S. noteholder on the notes would be eligible for exemption from the U.S. federal withholding tax under the “portfolio interest” rule described above under “U.S. Federal Withholding Tax” without regard to the statement requirement described in (a)(v) of that section.

Information Reporting and Backup Withholding

In general, information reporting requirements 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. noteholders, other than certain exempt recipients (such as corporations). A U.S. backup withholding tax will apply to such payments if the noteholder fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income.

Generally, any payments of interest made by the issuing entity to a non-U.S. noteholder, and the amount of tax, if any, withheld with respect to such payments, must be reported annually to the IRS and to the non-U.S. noteholder. Copies of the information returns reporting such payments and any withholding may also be made available to the tax authorities in the country in which the non-U.S. noteholder resides under the provisions of an applicable income tax treaty.

No backup withholding will be required with respect to payments made by the issuing entity to a non-U.S. noteholder if a statement described in (a)(v) above under the section entitled “Non-U.S. Noteholders—U.S. Federal Withholding Tax” has been received by the entity otherwise required to withhold U.S. taxes and such entity does not have actual knowledge or reason to know that the beneficial owner is a U.S. person.

In addition, backup withholding and information reporting will not apply if payments of proceeds from the sale of 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, or, if such nominee, custodian, agent or broker is a foreign partnership, in which one or more U.S. persons, in the aggregate, own more than 50% of the income or capital interests in the partnership or if the

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partnership is engaged in 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.

Payments of proceeds from the sale of a note paid to the beneficial owner of a note by a U.S. office of a custodian, nominee or agent, or the payment by the U.S. 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)(v) above and the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. person or (ii) otherwise establishes an exemption.

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 Special Counsel, the IRS successfully asserted that one or more of the classes of notes did not represent debt for U.S. federal income tax purposes, the classes of notes might be treated as equity interests in the issuing entity. If so treated, the issuing entity might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences to the holders of notes of that class (and the publicly traded partnership taxable as a corporation would not be able to reduce its taxable income by deduction for interest expense on notes recharacterized as equity, and the resulting tax liability of the issuing entity would thus reduce the amount available to the issuing entity to make payments to the noteholders and certificateholders). Alternatively, the issuing entity might be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet certain qualifying income tests. Nonetheless, treatment of the notes as equity interests in such a partnership could have adverse tax consequences to certain holders. For example, income to certain tax-exempt entities (including pension funds) would be “unrelated business taxable income” taxable to such entities, income to non-U.S. holders generally would be subject to U.S. tax and U.S. tax return filing and withholding requirements and individual holders might be subject to certain limitations on their ability to deduct their share of the issuing entity expenses. See “Tax Consequences to Certificateholders” below.

Tax Consequences to Certificateholders

Treatment of the Issuing Entity as a Partnership. As discussed above under the section entitled “Issuing Entity Treated as Partnership—Tax Characterization of the Issuing Entity,” the following discussion assumes that, for U.S. federal income tax purposes, (i) the issuing entity will be treated as a partnership (other than a publicly traded partnership), (ii) the notes will be treated as debt of this partnership and (iii) the certificates represent equity interests in the partnership.

Partnership Taxation. Assuming the certificates represent equity, as a partnership, the issuing entity will not be subject to U.S. federal income tax. Rather, each certificateholder will be required separately to take into account such certificateholder’s allocable share of the issuing entity’s income, gains, losses, deductions and credits. The issuing entity’s income will consist primarily of interest and late and other administrative fees earned on the motor vehicle loans (including appropriate adjustments for market discount, OID and bond premium) and any gain realized upon the collection or disposition of motor vehicle loans. The issuing entity’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 motor vehicle loans.

The tax items of a partnership are allocable to the partners in accordance with the tax code, the relevant Treasury regulations promulgated thereunder and the partnership agreement (here, the trust agreement and related documents). However, inasmuch as the issuing entity’s payment of the pass-through rate applicable to the certificates is payable to the certificateholders without regard to the income of the issuing entity, the issuing

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entity intends to treat payments of such amounts to certificateholders as “guaranteed payments” within the meaning of Section 707(c) of the tax code. Under such treatment 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 issuing entity 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 issuing entity attributable to discount on the motor vehicle loans that corresponds to any excess of the principal amount of the certificates over their initial issue price. All remaining income of the issuing entity will be allocated to JPMorgan Chase. All deductions and losses also will be allocated to JPMorgan Chase.

No assurance can be given that the IRS would not require the issuing entity to allocate a greater amount of gross or net income to the certificateholders. Moreover, even under the foregoing method of allocation (and also under the rules applicable to the tax treatment of guaranteed payments, which is the issuing entity’s primary U.S. federal income tax reporting position), certificateholders will realize income equal to the entire interest rate on the certificates even though the issuing entity 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 issuing entity’s income even if they have not received any cash distributions from the issuing entity with respect to 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 of economic income reported to them by the issuing entity. See “Allocations between Transferors and Transferees” below.

A significant portion of the taxable income allocated to a certificateholder that is a pension, profit sharing or employee benefit plan or other tax-exempt entity (including an individual retirement account) will constitute “unrelated business taxable income” generally taxable to such a holder under the tax code.

The issuing entity 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 motor vehicle loan, the issuing entity might be required to incur additional expense.

Discount and Premium. JPMorgan Chase anticipates that the motor vehicle loans transferred to the issuing entity will not have been issued with OID. In such case, the issuing entity should not have to accrue any OID income. However, the purchase price paid by the issuing entity for the motor vehicle loans may be greater or less than the remaining principal balance of the motor vehicle loans at the time of purchase. If so, the motor vehicle loans will have been acquired at a premium or discount, as the case may be. (As indicated above, the issuing entity will make this calculation on an aggregate basis, but might be required to recompute it on a receivable-by-receivable basis.)

If the issuing entity acquires the motor vehicle loans at a market discount or premium, the issuing entity will elect to include any such discount in income currently as it accrues over the life of the motor vehicle loans or to offset any such premium against interest income on the motor vehicle loans. 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 tax code, the issuing entity will be deemed to terminate for U.S. federal income tax purposes if 50% or more of the capital and profits interests in the issuing entity are sold or exchanged within a 12-month period. If such a termination occurs, the issuing entity would be considered to have transferred all of its assets and liabilities to a new issuing entity and then to have immediately liquidated and distributed the interests in the new issuing entity to the continuing certificateholders. The issuing entity will not comply with certain technical requirements that might apply when such a constructive termination occurs.

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Consequently, the issuing entity may be subject to certain tax penalties and may incur additional expenses if it is required to comply with those requirements.

Disposition of Certificates. Generally, subject to a number of specific exceptions, 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 issuing entity 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 issuing entity. A certificateholder acquiring certificates at different prices will 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 motor vehicle loans generally would be treated as ordinary income to the certificateholder and would give rise to special tax reporting requirements. In order to avoid this tax treatment and the resulting special tax reporting requirements related thereto, the issuing entity will elect to include market discount in income as it accrues.

If a certificateholder is required to recognize an aggregate amount of income over the life of the certificates that exceeds the aggregate cash distributions with respect thereto, such excess generally will give rise 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 issuing entity’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 their purchase.

The use of such a monthly convention may not be permitted by existing Treasury regulations. If a monthly convention is not allowed (or only applies to transfers of less than all of the certificateholder’s interest), taxable income or losses of the issuing entity might be reallocated among the certificateholders. The owner trustee is authorized to revise the issuing entity’s method of allocation between transferors and transferees to conform to a method permitted by future Treasury 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 issuing entity’s assets will not be adjusted to reflect that higher (or lower) basis unless the issuing entity files an election under section 754 of the tax code. In order to avoid the administrative complexities that would be involved in keeping accurate accounting records, the issuing entity will not make such an election. As a result, certificateholders might be allocated a greater or lesser amount of issuing entity 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 issuing entity. Such books will be maintained for financial reporting and tax purposes on an accrual basis and the fiscal year of the issuing entity 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 issuing entity and will report each certificateholder’s allocable share of items of issuing entity 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 issuing entity with the information statement described below and such nominees will be required to forward such information to the beneficial owners of the certificates. Generally,

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certificateholders must file tax returns that are consistent with the information return filed by the issuing entity or be subject to penalties unless the certificateholder notifies the IRS of all such inconsistencies.

Under Section 6031 of the tax code, any person that holds certificates as a nominee at any time during a calendar year is required to furnish the issuing entity 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 issuing entity information as to themselves and their ownership of certificates. A clearing agency registered under Section 17A of the Securities Exchange Act of 1934 is not required to furnish any such information statement to the issuing entity. The information referred to above for any calendar year must be furnished to the issuing entity on or before the following January 31. Nominees, brokers and financial institutions that fail to provide the issuing entity with the information described above may be subject to penalties.

JPMorgan 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 tax 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 of the return of the issuing entity 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 issuing entity. 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 issuing entity.

Disclosure Requirements. Treasury regulations require taxpayers to disclose their participation in tax shelters that meet the definition of a “reportable transaction” set forth in such Treasury regulations. Under the Treasury regulations, certain transactions may be characterized as reportable transactions including, in certain circumstances, a sale, exchange, retirement or other taxable disposition of certificates that results in a loss greater than a threshold amount. You should consult with your own tax advisor to determine whether or not your purchase of the certificates will subject you to this disclosure obligation.

Tax Consequences to Non-U.S. 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 tax code, and any transfer of a certificate to a person that is not a U.S. person shall be void. Moreover, the issuing entity will withhold on any amounts allocable or payable to a non-U.S. certificateholder at a rate of 35% for non-U.S. certificateholders that are taxable as corporations and the highest individual income tax rate for all other non-U.S. certificateholders. In determining a certificateholder’s withholding status, the entity otherwise required to withhold U.S. taxes may rely on IRS Form W-8BEN, IRS Form W-8ECI, 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 U.S. backup withholding tax if the certificateholder fails to comply with certain identification procedures or otherwise fails to establish an exemption.

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State Tax Consequences

The above discussion does not address the tax treatment of the issuing entities, the securities or the securityholders under any state tax laws. You are urged to consult with your own tax advisors regarding the state tax treatment of the issuing entity as well as any state tax consequences to you, particularly if you are a financial institution, of purchasing, holding and disposing of your notes or certificates.

Employee Benefit Plan Considerations

Before investing in the securities issued by any issuing entity, a Plan fiduciary should consider, among other matters:

• ERISA’s fiduciary standards or similar standards under Similar Laws,

• whether an investment in the securities by the Plan satisfies the prudence and diversification requirements of ERISA or applicable standards under Similar Laws, taking into account the overall investment policy of the Plan, the composition of the Plan’s portfolio and any limitations on the marketability of the securities,

• whether those fiduciaries have authority to make an investment in the securities under the applicable Plan investment policies and governing instruments and

• rules under ERISA and the tax code or similar standards under Similar Laws that prohibit plan fiduciaries from causing a Plan to engage in certain “prohibited transactions.”

Under the Plan Assets Regulation, if a Plan subject to ERISA invests in an “equity interest” of an entity that is neither a publicly-offered security nor a security issued by an investment company registered under the Investment Company Act of 1940, the Plan’s assets will include both the equity interest and an undivided interest in each of the entity’s underlying assets, unless it is established that the entity is an operating company or that equity participation in the entity by benefit plan investors is not significant. An “equity interest” is an interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. The prospectus supplement relating to the securities of each issuing entity will indicate the expected treatment of those securities under the Plan Assets Regulation. If the underlying assets of the issuing entity or JPMorgan Chase were to be deemed to be “plan assets” of Plans under ERISA, this would result, among other things, in:

• the application of the prudence and other fiduciary responsibility standards of ERISA to activities engaged in by JPMorgan Chase, the owner trustee and others and

• the possibility that certain transactions in which JPMorgan Chase, the owner trustee and others may seek to engage could constitute “prohibited transactions” under ERISA and the tax code.

If a prohibited transaction occurs for which no exemption is available, JPMorgan Chase, the owner trustee and any other fiduciary that has engaged in the prohibited transaction could be required to:

• restore to the Plan any profit realized on the transaction and

• reimburse the Plan for any losses suffered by it as a result of the investment.

In addition, each disqualified person, within the meaning of Section 4975 of the tax code, involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, an additional tax of 100% of the amount involved. Plan fiduciaries who decide to invest in the securities issued by an issuing entity could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment or as co-fiduciaries for actions taken by or on behalf of JPMorgan Chase or the issuing entity. With respect to an individual retirement account, or IRA, that invests in the securities, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause the IRA to lose it tax-exempt status.

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Section 406 of ERISA and Section 4975 of the tax code prohibit Plans subject to Title I of ERISA or Section 4975 of the tax code from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest”, within the meaning of ERISA, or “disqualified persons”, within the meaning of Section 4975 of the tax code. The acquisition and/or ownership of the securities issued by an issuing entity by a Plan, with respect to which the issuing entity or the holder of the certificates issued by the issuing entity is considered a party in interest or a disqualified person, may constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the tax code, unless those securities are acquired and are held in accordance with an applicable statutory, regulatory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, called PTCEs, that may apply to the acquisition and holding of the securities. These class exemptions include, among others, PTCE 84-14 respecting transactions effected by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting insurance company general accounts and PTCE 96-23 respecting transactions effected by in-house asset managers. However, these exemptions may not apply to all transactions arising in connection with an investment by Plans in the securities issued by an issuing entity, particularly if, as described above, the assets of the issuing entity are considered to be plan assets.

Similar Laws governing the investment and management of the assets of governmental, church and non-U.S. plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and the tax code. Accordingly, fiduciaries of governmental Plans, church plans and non-U.S. Plans, in consultation with their advisors, should consider the impact on investments in the securities of any Similar Laws and the considerations described above.

Plan of Distribution

The securities of each issuing entity may be sold to or through underwriters by a negotiated firm commitment underwriting and public reoffering by the underwriters or other underwriting arrangement as may be specified in the related prospectus supplement or may be placed either directly or through agents. We intend the securities to be offered through those various methods from time to time and that offerings may be made concurrently through more than one of those methods or that an offering of the securities issued by an issuing entity may be made through a combination of those methods.

Each prospectus supplement will either:

• set forth the price at which each class of securities being offered will be offered to the public and any concessions that may be offered to dealers participating in the offering of the securities or

• specify that the securities are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of the sale.

After the initial public offering of any securities, public offering prices and concessions may be changed.

Each underwriting agreement will provide that we will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or we will contribute to payments the underwriters may be required to make in respect of those liabilities.

Each issuing entity may, from time to time, invest the funds in its accounts in eligible investments acquired from the underwriters or from JPMorgan Chase or any of its affiliates.

Any underwriter will be permitted to engage in the following transactions, to the extent permitted by Regulation M under the Securities Exchange Act of 1934:

• over-allotment transactions, which involve syndicate sales in excess of the offering size creating a syndicate short position,

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• stabilizing transactions, which permit bids to purchase the offered securities so long as the stabilizing bids do not exceed a specified maximum,

• syndicate covering transactions, which involve purchases of the offered securities in the open market after the distribution has been completed in order to cover syndicate short positions, and

• penalty bids, which permit the underwriters to reclaim a selling concession from a syndicate member when the offered securities originally sold by the syndicate member are purchased in a syndicate covering transaction.

Such over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause prices of the offered securities to be higher than they would otherwise be in the absence of such transactions. Neither JPMorgan Chase nor any of the underwriters represent that the underwriters will engage in any these transactions nor that these transactions, once commenced, will not be discontinued without notice.

Ratings

The securities of each issuing entity offered pursuant to this prospectus and a related prospectus supplement will be rated at its initial issuance in one of the four highest categories by at least one nationally recognized statistical rating organization.

A securities rating addresses the likelihood of the receipt by the securityholders of scheduled interest and principal payments. The rating takes into consideration the characteristics of the motor vehicle loans and the structural, legal and tax aspects associated with the securities. The ratings on the securities do not, however, constitute statements regarding the likelihood or frequency of prepayments on the motor vehicle loans or the possibility that the securityholders might realize a lower than anticipated yield or that if there is a rapid rate of principal payments, including prepayments, on the motor vehicle loans, investors in interest-only securities could fail to recover their initial investments.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. We will request that the rating agencies maintain ongoing surveillance of their ratings assigned to the securities issued by the issuing entities. However, we cannot assure you that a rating agency will continue its surveillance of the ratings of the securities or that any of these ratings will be not lowered or withdrawn by the related rating agency. No person is obligated to maintain the rating on any security, and, accordingly, there can be no assurance that the ratings assigned to a security upon initial issuance will not be lowered or withdrawn by a rating agency at any time.

Legal Matters

Certain legal matters relating to the issuance of the securities by each issuing entity will be passed upon for JPMorgan Chase by Simpson Thacher & Bartlett LLP, New York, New York, and other counsel as specified in the related prospectus supplement. Certain legal matters will be passed upon for the underwriters by counsel specified in the related prospectus supplement. From time to time Simpson Thacher & Bartlett LLP provides legal services to JPMorgan Chase and its affiliates.

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Glossary of Terms for Prospectus

Actuarial Receivables provide for amortization of the loan over a series of fixed level payment monthly installments. Each monthly installment, including the final payment, consists of an amount of interest equal to 1/12th of the annual contract rate of interest on the loan multiplied by the unpaid principal balance of the loan, and an amount of principal equal to the remainder of the monthly payment.

administration agreement means an agreement among JPMorgan Chase as administrator, an issuing entity and the related indenture trustee, pursuant to which the administrator agrees to perform certain administrative duties on behalf of the issuing entity.

administrator means JPMorgan Chase, as the administrator of an issuing entity.

Advances are amounts advanced by JPMorgan Chase, as servicer, in respect of delinquent scheduled payments on the motor vehicle loans held by an issuing entity in the amounts and under the circumstances specified in the related prospectus supplement.

Bank One means the collective reference to Bank One, National Association, headquartered in Chicago, Illinois, and Bank One, National Association, headquartered in Columbus, Ohio, each of which was merged into JPMorgan Chase on November 13, 2004.

Book-Entry Securities are securities that are held in the U.S. through DTC and in Europe through Clearstream or Euroclear.

Chase Auto Portfolio is the portfolio of motor vehicle loans originated by Chase USA prior to February 23, 2005 and by JPMorgan Chase on and after February 23, 2005 either through or with the involvement of dealers acting pursuant to dealer agreements and serviced by JPMorgan Chase or one of its affiliates.

Chase Auto Finance means Chase Auto Finance Corp., a wholly-owned subsidiary of JPMorgan Chase.

Chase USA means Chase Bank USA, National Association.

Clearstream is Clearstream Banking, société anonyme, a bank organized as a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg.

Clearstream Customers are organizations participating in Clearstream’s book-entry settlement system for trading of securities in Europe.

closing date is the date specified in the related prospectus supplement as the date on which the issuing entity issues its securities.

Collection Period means, with respect to the securities issued by each issuing entity, the period specified in the related prospectus supplement with respect to calculating payments and proceeds of the related motor vehicle loans.

Controlling Class means, with respect to any issuing entity, the most senior class of securities issued by that issuing entity as long as those securities are outstanding, and thereafter, in order of seniority, each other class of securities issued by that issuing entity described in the prospectus supplement as long as they are outstanding.

cutoff date is the date specified in the related prospectus supplement as the date as of which the motor vehicle loans are being transferred to the issuing entity.

Deferred Payment Receivables are either Actuarial Receivables or Simple Interest Receivables that provide for the deferral of the initial scheduled payment.

Definitive Securities are securities in fully registered, certificated form.

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depositor is JPMorgan Chase, as the depositor of motor vehicle loans into an issuing entity.

DTC means The Depository Trust Company and any successor depository selected by or on behalf of the issuing entity.

Eligible Deposit Account is either:

• a separately identifiable deposit account established in the deposit taking department of a Qualified Institution or

• a segregated identifiable trust account established in the trust department of a Qualified Trust Institution.

ERISA means Employee Retirement Income Security Act of 1974, as amended.

Euroclear is the system operated by Euroclear Bank S.A./N.V.

Euroclear Participants are participants in the Euroclear system.

Event of Default is one of the events under each indenture specified in the section of this prospectus entitled “The Indenture—Events of Default.”

Event of Servicing Termination is one of the events under each sale and servicing agreement specified in the section of this prospectus entitled “Servicing—Termination of the Servicer.”

FDIC is the Federal Deposit Insurance Corporation.

Final Payment Receivables are either Actuarial Receivables or Simple Interest Receivables that provide for a final scheduled payment which is greater than the scheduled monthly payments. The obligation to make the final scheduled payment on a Final Payment Receivable may be satisfied by:

• a cash payment in full of the amount due,

• transferring the financed vehicle to us or

• refinancing the final scheduled payment.

funding period is the period, if any, after the closing date specified in the related prospectus supplement during which the depositor will sell additional motor vehicle loans to the issuing entity.

Indenture is an agreement between the issuing entity and the applicable indenture trustee pursuant to which the issuing entity will issue notes.

indenture trustee means the indenture trustee for the holders of the notes issued by an issuing entity identified in the related prospectus supplement.

JPMorgan Chase means JPMorgan Chase Bank, National Association.

motor vehicle loans are

• motor vehicle retail installment sales contracts relating to new or used automobiles and light-duty trucks purchased from dealers who regularly originate and sell motor vehicle loans to JPMorgan Chase or one of its affiliates,

• purchase money loans secured by new or used automobiles and light-duty trucks made by JPMorgan Chase or one of its affiliates directly or pursuant to arrangements with dealers in accordance with approved agreements with the dealers or

• motor vehicle retail installment sales contracts relating to, and purchase money loans secured by, new or used automobiles and light-duty trucks purchased by JPMorgan Chase from other originators of motor vehicle loans.

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owner trustee is the owner trustee of the issuing entity identified in the related prospectus supplement.

payment date means the date for the payment or distribution of principal of and interest on the securities of each issuing entity specified in the related prospectus supplement.

Permitted Investments are investments confirmed by the rating agencies rating the securities issued by an issuing entity as being consistent with the rating of those securities. These investments may include securities issued by JPMorgan Chase or its affiliates or trusts originated by JPMorgan Chase or its affiliates, and may also include money market mutual funds for which JPMorgan 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.

Plan Assets Regulation is regulation, 29 C.F.R. Section 2510.3-101, issued by the U.S. Department of Labor.

Plans means employee benefit plans that are subject to ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the tax code or provisions under Similar Laws, and entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements.

pre-funding account is, with respect to an issuing entity that is authorized to purchase additional receivables during a funding period, not to exceed one year, specified in the related prospectus supplement, an issuing entity account in which the depositor deposits a sum on the closing date to be used by the issuing entity to pay for additional motor vehicle loans to be acquired by the issuing entity during the funding period.

PTCE is a Prohibited Transaction Class Exemption under ERISA.

Qualified Institution is a depository institution, including JPMorgan Chase organized under the laws of the United States or any state or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States or any state 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 rating the securities issued by an issuing entity as being consistent with the ratings of those securities and the deposits of which are insured by the FDIC.

Qualified Trust Institution is an institution organized under the laws of the United States or any state 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 the laws of the United States or any state as an owner 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 rating the securities issued by an issuing entity as being consistent with the ratings of those securities.

Related Documents are, in respect of each issuing entity, the related sale and servicing agreement, indenture, trust agreement, administration agreement, any agreements relating to the credit enhancement for the securities issued by that issuing entity and letters of representation to DTC.

Repurchase Amount of a motor vehicle loan being repurchased by JPMorgan Chase, as depositor, or purchased, as servicer, pursuant to the sale and servicing agreement, is the sum, as of the last day of the Collection Period on which such motor vehicle loan is being repurchased or purchased, of the principal balance of that motor vehicle loan plus accrued and unpaid interest thereon, calculated in the manner specified in the related prospectus supplement.

sale and servicing agreement is an agreement between JPMorgan Chase, as depositor and servicer, and the issuing entity pursuant to which motor vehicle loans are sold to the issuing entity and the servicer agrees to service the motor vehicle loans.

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servicer is JPMorgan Chase, as the servicer of the motor vehicle loans sold to an issuing entity, pursuant to a sale and servicing agreement and any successor to JPMorgan Chase as servicer under the sale and servicing agreement.

Similar Laws means applicable federal, state, local, non-U.S. or other laws or regulations that contain a provision or provisions that are similar to the provisions of Title I of ERISA or Section 4975 of the tax code.

Simple Interest Receivables provide for the allocation of payments made 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 under a Simple Interest Receivable pays the fixed monthly installment in advance of the date on which a payment is due, 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 the 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 allocations of payments, as the case may be, to the amount financed under a Simple Interest Receivable as a result of early or late payments.

tax code is the Internal Revenue Code of 1986, as amended.

trust agreement is a trust agreement between JPMorgan Chase, as depositor, and the owner trustee pursuant to which the issuing entity is created and certificates are issued by the issuing entity.

UCC is the Uniform Commercial Code as in effect in the applicable jurisdiction from time to time.

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Prospectus Supplement

$                     

Chase Auto Owner Trust 20    -  

$                     Asset Backed Notes

$                     Asset Backed Certificates

JPMorgan Chase Bank, National Association

Sponsor, [Originator,] Depositor and Servicer

Underwriters of the Notes

[Names of Underwriters]

Underwriter of the Certificates

[Name of Underwriter]

You should rely only on the information provided in the prospectus and this prospectus supplement. We have not authorized anyone to provide you with other or different information. You should not assume that the information in the prospectus or this prospectus supplement is accurate on any date other than the dates stated on the respective covers.

We are not offering the notes or the certificates in any state where the offer is not permitted.

Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of the notes and the certificates and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the notes or the certificates will deliver a prospectus supplement and prospectus until                 , 20    (90 days after the date of this prospectus supplement).

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions.

Registration fee	$	1,070,000
Printing expenses	$	370,000
Legal fees	$	880,000
Accounting fees	$	320,000
Trustee fees	$	120,000
Rating agency fees	$	3,960,000
Miscellaneous	$	100,000
Total	$	6,820,000

Item 15. Indemnification of Directors and Officers.

Article V of the By-laws of JPMorgan Chase Bank, National Association (“JPMorgan Chase”) 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 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 JPMorgan Chase to procure a judgment in its favor, but excluding any action, suit, or proceeding brought by such person against JPMorgan Chase or any affiliate of JPMorgan Chase (a “Proceeding”)), by reason of the fact that he or she is or was a director or officer of JPMorgan Chase or is or was serving at the request of JPMorgan Chase as a director, officer, employee or agent or 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 for 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 JPMorgan Chase.

The right to indemnification described in the immediately preceding paragraph shall include the right to be paid within 20 days of receipt by JPMorgan Chase of a statement, the reasonable expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereafter an “Advancement of Expenses”). To obtain indemnification an Indemnitee must submit a written request to the Secretary of JPMorgan Chase including 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 must be made within a reasonable time after receipt by JPMorgan Chase of the written request for indemnification together with the Supporting Documentation. The Secretary of JPMorgan Chase shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors of JPMorgan Chase in writing that the Indemnitee has requested indemnification. The Indemnitee’s entitlement to indemnification is determined by (i) a majority vote of the Board of Directors of JPMorgan Chase of a quorum 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 presents its determination in a written opinion, or (iii) by the shareholders, but only if a majority of the disinterested directors, if they constitute a quorum of the Board of Directors of JPMorgan Chase, presents the issue of entitlement to indemnification to the shareholders for their determination.

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Item 16. Exhibits.

(a) Exhibits

Exhibit Number	Description
1.1(A)	Form of Note Underwriting Agreement*
1.1(B)	Form of Certificate Underwriting Agreement*
3.1	Articles of Association of JPMorgan Chase Bank, National Association**
3.2	Bylaws of JPMorgan Chase Bank, National Association**
4.1	Form of Sale and Servicing Agreement*
4.2	Form of Indenture*
4.3(A)	Form of Certificate of Trust*
4.3(B)	Form of Trust Agreement*
4.3(C)	Form of Amended and Restated Trust Agreement*
5.1(A)	Opinion of Simpson Thacher & Bartlett LLP with respect to legality of the notes*
5.1(B)	Opinion of Richards Layton & Finger LLP with respect to legality of the certificates*
8.1	Opinion of Simpson Thacher & Bartlett LLP with respect to tax matters*
23.1	Consent of Simpson Thacher & Bartlett LLP (included in opinion filed as Exhibit 5.1(A))
23.2	Consent of Richards Layton & Finger LLP (included in opinion filed as Exhibit 5.1(B))
23.3	Consent of Simpson Thacher & Bartlett LLP (included in opinion filed as Exhibit 8.1)
24.1	Powers of Attorney**
25.1	Form T-l Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the Indenture Trustee under the Indenture***
99.1	Form of Administration Agreement*
99.2	Form of Collection Account Control Agreement*
99.3	Form of Reserve Account Control Agreement*
99.4	Form of Subservicing Agreement*

    * Filed herewith.

  ** Previously filed.

*** To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

(b) Financial Statements

All financial statements, schedules and historical financial information have been omitted as they are not applicable.

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Item 17. Undertakings.

(a) Undertaking pursuant to Rule 415 Offering:

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement;

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; and

Provided, further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser,

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that

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time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Undertaking in respect of incorporation of subsequent Exchange Act documents by reference:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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.

(c) Undertaking in respect of indemnification:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the 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 such Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) Undertaking in respect of qualification of trust indenture under the Trust Indenture Act of 1939:

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

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(e) Undertaking in respect of reliance on Rule 430A:

If the registrant is relying on Rule 430A under the Securities Act, the undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, 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 that time shall be deemed to be the initial bona fide offering thereof.

(f) Undertaking in respect of incorporation of subsequent Exchange Act documents by third parties:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB 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.

(g) Undertaking in respect of information provided through the Internet:

The undersigned registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB, information provided in response to that Item pursuant to Rule 312 of Regulation S-T through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement. In addition, the undersigned registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in the registration statement if a subsequent update or change is made to the information.

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SIGNATURES

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 pre-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in New York, New York, on March 28, 2006.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By:	/s/ Mark I. Kleinman
Name:	Mark I. Kleinman
Title:	Senior Vice President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed on February 10, 2006 by the following persons in the capacities indicated.

Signature	Title	Date
/s/ James Dimon* James Dimon	Principal Executive Officer and Director	March 28, 2006
/s/ Joseph L. Sclafani* Joseph L. Sclafani	Principal Accounting Officer	March 28, 2006
/s/ William B. Harrison* William B. Harrison	Director	March 28, 2006
/s/ Michael J. Cavanagh* Michael J. Cavanagh	Principal Financial Officer and Director	March 28, 2006
/s/ Don M. Wilson III* Don M. Wilson III	Director	March 28, 2006

* Mark I. Kleinman hereby signs this pre-effective amendment no. 1 to the registration statement on behalf of each of the indicated persons for whom he is Attorney-in-Fact on March 28, 2006 pursuant to powers of attorney filed as an exhibit to this registration statement.

By:	/s/ Mark I. Kleinman
Name:	Mark I. Kleinman
Title:	Senior Vice President

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Exhibit Index

Exhibit Number	Description
1.1(A)	Form of Note Underwriting Agreement**
1.1(B)	Form of Certificate Underwriting Agreement**
3.1	Articles of Association of JPMorgan Chase Bank, National Association*
3.2	Bylaws of JPMorgan Chase Bank, National Association*
4.1	Form of Sale and Servicing Agreement**
4.2	Form of Indenture**
4.3(A)	Form of Certificate of Trust**
4.3(B)	Form of Trust Agreement**
4.3(C)	Form of Amended and Restated Trust Agreement**
5.1(A)	Opinion of Simpson Thacher & Bartlett LLP with respect to legality of the notes**
5.1(B)	Opinion of Richards Layton & Finger LLP with respect to legality of the certificates**
8.1	Opinion of Simpson Thacher & Bartlett LLP with respect to tax matters**
23.1	Consent of Simpson Thacher & Bartlett LLP (included in opinion filed as Exhibit 5.1(A))
23.2	Consent of Richards Layton & Finger LLP (included in opinion filed as Exhibit 5.1(B))
23.3	Consent of Simpson Thacher & Bartlett LLP (included in opinion filed as Exhibit 8.1)
24.1	Powers of Attorney*
25.1	Form T-l Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the Indenture Trustee under the Indenture***
99.1	Form of Administration Agreement**
99.2	Form of Collection Account Control Agreement**
99.3	Form of Reserve Account Control Agreement**
99.4	Form of Subservicing Agreement**

    * Previously filed.

  ** Filed herewith.

*** To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

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EX-1.1(A)

Exhibit 1.1(A)

CHASE AUTO OWNER TRUST 20    -    

ASSET BACKED NOTES

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Depositor and Servicer

NOTE UNDERWRITING AGREEMENT

                     , 20    

J.P. Morgan Securities Inc.

    As Representative of the

    Several Underwriters,

270 Park Avenue, 10^th Floor

New York, New York 10017

Ladies and Gentlemen:

1. Introductory. JPMorgan Chase Bank, National Association, a national banking association (the “Bank”), has formed Chase Auto Owner Trust 20    -     (the “Trust”) to issue $             aggregate principal amount of Class [A-1]             % Asset Backed Notes (the “Class [A-1] Notes”), $             aggregate principal amount of Class [A-2]             % Asset Backed Notes (the “Class [A-2] Notes”), $             aggregate principal amount of Class [A-3]             % Asset Backed Notes (the “Class [A-3] Notes”) and $             aggregate principal amount of Class [A-4]             % Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes, the “Notes”).

The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the “Receivables”) secured by new and used automobiles (the “Financed Vehicles”) and certain monies received thereunder on or after the opening of business on                  , 20    , such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will equal approximately $            . The Notes will be issued pursuant to the Indenture to be dated as of                  , 20     (as amended and supplemented from time to time, the “Indenture”), between the Trust and [            ], as indenture trustee (the “Indenture Trustee”).

Simultaneously with the issuance and sale of the Notes as described herein, the Trust will issue $             aggregate principal amount of             % Asset Backed Certificates (the “Certificates”) pursuant to the Amended and Restated Trust Agreement to be dated as of                  , 20     (as amended and supplemented from time to time, the “Trust Agreement”), between the Bank and [            ], 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 Bank and the underwriter named therein (the “Certificate Underwriter”). 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                  , 20     (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), between the Trust and the Bank, as Depositor and Servicer.

This is to confirm the agreement concerning the purchase of the Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes from the Bank by the several underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”).

2. Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, the Underwriters, that:

(a) A registration statement on Form S-3 (No. 333-                    ) 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”). Such registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended as of the time it became effective (including without limitation each deemed effective date and time in accordance with Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including all material incorporated by reference therein and all information deemed to be part thereof pursuant to Rule 430B of the Rules and Regulations is hereinafter referred to as the “Registration Statement.” 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 the 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, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement dated [                 , 20    ] relating to the sale of the Securities (the “Preliminary Prospectus Supplement”) accompanied by the base prospectus dated [                 , 20    ] (the “Base Prospectus”; together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Securities (the “Prospectus Supplement”) to the Base Prospectus (together with the Prospectus Supplement, the “Prospectus”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Time or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing

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Date (as defined herein) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein.

(b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement. The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations.

(c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations.

(d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Notes were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Notes (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto.

(e) The Time of Sale Information, at the Time of Sale, did not include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]¹; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Time of Sale Information.

(f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a 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 the Bank

¹ The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information.

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makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto.

(g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not 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[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]²; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of such Issuer Free Writing Prospectus.

(h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables.

(i) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank 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 the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity.

² The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information.

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(j) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the 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 Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement.

(k) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the 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 articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it 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 the Bank to consummate such transactions.

(l) 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 the Bank, enforceable against the 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 the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity.

(m) 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), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date.

(n) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement will be true and correct.

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(o) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

(p) On the date on which the first bona fide offer of the Notes is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

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, the Bank agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Bank, (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 and (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 plus, in each case, accrued interest at the applicable Interest Rate from                  , 20    to, but excluding, the Closing Date.

The Bank will deliver the Notes 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 the Bank at the offices of Simpson Thacher & Bartlett LLP in New York, New York at 10:00 a.m., New York City time, on                  , 20    , or at such other time not later than seven full business days thereafter as the Representative and the Bank 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 Bank. The Bank covenants and agrees with the Underwriters that:

(a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. The Bank will file any Issuer Free Writing Prospectus when and to the extent required by Rule 433(d) of the Rules and Regulations. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, other than an Issuer Free Writing Prospectus listed on Annex A, the Bank will furnish to the Representative a copy of the proposed Issuer Free Writing Prospectus for review and approval. 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

6

Notes on the Closing Date under the Act (or required to be delivered but for Rule 172 of the Rules and Regulations) (a “prospectus delivery period”), the 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; the 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 the Bank is advised thereof, and 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, the 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) The Bank will furnish to the Representative copies of the Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request.

(d) The 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 Clearstream Banking, société 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 the 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) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants’ reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee.

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(f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders and (B) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request; provided, however, that the Bank shall not be required to furnish hereunder any reports concerning the Trust filed by the Bank with the Commission.

(g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the 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 Standard & Poor’s, Moody’s and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the 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 the Bank nor any trust originated, directly or indirectly, by the 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 retail automobile or light-duty truck installment sale contracts or purchase money loans.

(j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations.

6. Payment of Expenses. The Bank will pay all expenses incident to the performance of its 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 [PricewaterhouseCoopers LLP], (iv) the fees of the Rating Agencies and (v) blue sky expenses; provided, however, that the Underwriters may reimburse the Bank for certain expenses incurred by the Bank as agreed to by the Underwriters and the Bank.

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 Bank herein on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Bank made pursuant to the provisions hereof, to the performance by the Bank of its 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 [PricewaterhouseCoopers LLP] verifying the accuracy of such financial and statistical data contained in the Preliminary Prospectus and 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.

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(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; the Bank shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; 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 the Bank or JPMorgan Chase & Co. which, in the reasonable judgment of the Representative, materially impairs the investment 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 the Bank or JPMorgan Chase & Co. 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 LLP, special counsel to the Bank, Richards, Layton & Finger, P.A., 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 LLP, special counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and substance to the Representative, with respect to certain matters relating to the treatment of the transfer of the Receivables from the Bank to the Trust by the Federal Deposit Insurance Corporation and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, an opinion of [            ], special counsel to the Bank, with respect to the perfection of the Trust’s interest in the

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Receivables and an opinion of Richards, Layton & Finger, P.A., special counsel to the Bank, with respect to the perfection of the Indenture Trustee’s interest in the Receivables.

(f) The Representative shall have received from [Thacher Proffitt & Wood 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 and other related matters as the Representative may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(g) The Representative shall have received an opinion of Simpson Thacher & Bartlett LLP, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) 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 for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the statements made in the Preliminary Prospectus and the Prospectus under the caption “Material Federal Income Tax Consequences,” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the United States federal income tax matters described therein.

(h) The Representative shall have received an opinion of Richards, Layton & Finger, P.A., 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.

(i) The Notes shall have been rated “AAA” by Standard & Poor’s, “Aaa” by Moody’s and “AAA” by Fitch. The Certificates shall have been rated “A+” by Standard & Poor’s, “A3” by Moody’s and “AA-” by Fitch.

(j) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the 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 the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the 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 the Bank, as Depositor and Servicer, 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) 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, (v) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operation of the Bank’s automotive finance business except as set forth in or

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contemplated by the Time of Sale Information and the Prospectus or as described in such certificate and (vi) 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 under which they were made, not misleading.

(k) On the Closing Date, $             aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement.

(l) On the Closing Date, the Class R Certificate shall have been issued to the Bank pursuant to the Trust Agreement.

The 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 Bank 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) (i) 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 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 or (ii) arise out of, of are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or any Issuer Information (as defined herein) contained in any Underwriter Free Writing Prospectus (as defined herein) or in any Free Writing Prospectus for which the Bank or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Bank or any other offering participant that is in the business of publishing radio or television broadcasting or otherwise disseminating communications, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to make the statements therein, in light of the circumstances under which they were made, not misleading; and, in each case, 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 the Bank 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 therein in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representative expressly for use therein.

(b) Each Underwriter severally agrees to indemnify and hold harmless the Bank, its directors, each of its officers or agents who signed the Registration Statement, and each person, if any, who controls the 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 (i) in the Preliminary Prospectus, the

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Registration Statement, the Prospectus, or any amendment or supplement thereto, or any Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Bank by such Underwriter through the Representative expressly for use in the Preliminary Prospectus, the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any Free Writing Prospectus or (ii) in any Underwriter Free Writing Prospectus; provided, however, that no Underwriter shall be obligated to so indemnify and hold harmless an indemnified party to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission in any Underwriter Free Writing Prospectus resulting from an error or omission in (A) Issuer Information which was not corrected by Issuer Information subsequently supplied by the Bank to the Underwriter at any time prior to the Time of Sale, and (B) the information contained in the Prospectus or the Time of Sale Information.

(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 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) No indemnifying party shall, without the 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 indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(e) The obligations of the Bank under this Section 8 shall be in addition to any liability which the 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 the Bank and to each person, if any, who controls the Bank within the meaning of Section 15 of the Act.

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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 Bank 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 Bank 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 Bank is 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 the Bank, each officer or agent of the Bank who signed the Registration Statement, and each person, if any, who controls the Bank within the meaning of Section 15 of the Act shall have the same rights to contribution as the Bank.

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 Bank 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 Bank 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 Bank, except as provided in Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

11. Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials.

(a) Each Underwriter, severally, represents and warrants to the Bank that it has not and will not distribute any written materials that would be treated as “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Materials”).

(b) Each Underwriter represents, warrants and agrees with the Bank that other than the Time of Sale Information and the Prospectus, each Underwriter has not conveyed and will not convey, without the Bank’s prior written approval, to any potential purchaser of the Notes any other written material of any kind that would constitute a Free Writing Prospectus or a “prospectus,” as defined in Section 2(a)(10) of the Act; provided, however, that each Underwriter may prepare and convey to one or more of its potential purchasers of the Notes a Free Writing Prospectus containing no more than the following information: (A) information

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permitted under Rule 134 of the Rules and Regulations, including but not limited to, information relating to the class, size, weighted average life, rating, scheduled final payment date and/or final price of the Notes, as well as a column or other entry showing the status of the subscriptions for each class of the Notes and/or expected pricing parameters of each class of the Notes and (B) information customarily contained in confirmations of sale of securities and notices of allocations, provided, that such Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations.

(c) Each Underwriter represents and warrants to the Bank that each Free Writing Prospectus prepared by or on behalf of such Underwriter (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent any misstatement or omission was the result of any inaccurate information which was publicly available or provided to such Underwriter by or on behalf of the Bank (such information, “Issuer Information”), which information was not corrected by Issuer Information subsequently supplied by or on behalf of the Bank to such Underwriter prior to the Time of Sale.

(d) Each of the Bank and the Underwriters agree that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 of the Rules and Regulations.

(e) Each Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing Prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations.

12. Additional Underwriter Representations. (a) Each Underwriter, severally, represents and agrees (i) that it did not enter into any contract of sale for any Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter,” as defined in Section 2(a)(11) of the Act, with respect to the Notes, convey to each purchaser to whom Notes are sold by it during the period prior to the filing of the Prospectus (as notified to the Representative by the Bank), at or prior to the applicable time of any such contract of sale with respect to such purchaser, the Preliminary Prospectus.

(b) Each Underwriter acknowledges and agrees that for all purposes of Rule 159A of the Rules and Regulations, solely as between it and the other Underwriters, each respective Underwriter shall be responsible only for any Issuer Free Writing Prospectus prepared by such Underwriter or any other Underwriter used or referred to in connection with the offering or selling of the Notes by such Underwriter to any investor. Each Underwriter acknowledges and agrees that it has not participated in the planning for the use of any Underwriter Free Writing Prospectus prepared by any other Underwriter in any manner.

13. Arm’s Length Transaction. The Bank acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the

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Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

14. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Bank or its 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 Bank 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, the Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 and the respective obligations of the Bank and the Underwriters pursuant to Sections 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 Bank 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.

15. 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 J.P. Morgan Securities Inc., 270 Park Avenue, 10th Floor, New York, New York 10017, Attention: North American ABS, or, if sent to the Bank, will be mailed, delivered, or telegraphed and confirmed to JPMorgan Chase Bank, National Association, c/o Chase Auto Finance Corp., 900 Stewart Avenue, Garden City, New York 11530, Attention: Financial Controller.

16. 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.

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17. 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.

18. 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.

19. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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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 Bank and the several Underwriters in accordance with its terms.

Very truly yours,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By

The foregoing Note

Underwriting Agreement is

hereby confirmed and

accepted as of the date

first written above:

J.P. MORGAN SECURITIES INC.

on behalf of itself and

as Representative

of the Several Underwriters,

named in Schedule I

By

Name:

Title:

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SCHEDULE I

Underwriter Principal Amount of Class [A-1] Notes Principal Amount of Class [A-2] Notes Principal Amount of Class [A-3] Notes Principal Amount of
Class [A-4] Notes

ANNEX A

Time of Sale Information

EX-1.1(B)

Exhibit 1.1(B)

CHASE AUTO OWNER TRUST 20      -      

ASSET BACKED CERTIFICATES

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Depositor and Servicer

CERTIFICATE UNDERWRITING AGREEMENT

                 , 20    

J.P. Morgan Securities Inc.

270 Park Avenue, 10^th Floor

New York, New York 10017

Ladies and Gentlemen:

1. Introductory. JPMorgan Chase Bank, National Association, a national banking association (the “Bank”), has formed Chase Auto Owner Trust 20      -       (the “Trust”) to sell $             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 simple interest retail installment sales contracts and purchase money notes and other notes (the “Receivables”) secured by new and used automobiles (the “Financed Vehicles”) and certain monies received thereunder on or after the opening of business on                  , 20    , such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will equal approximately $            . The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of                  , 20    (as amended and supplemented from time to time, the “Trust Agreement”), between the Bank and [            ], as owner trustee (the “Owner Trustee”).

Simultaneously with the issuance and sale of the Certificates as described herein, the Trust will issue $            aggregate principal amount of Class [A-1]             % Asset Backed Notes (the “Class [A-1] Notes”), $             aggregate principal amount of Class [A-2]             % Asset Backed Notes (the “Class [A-2] Notes”), $             aggregate principal amount of Class [A-3]             % Asset Backed Notes (the “Class [A-3] Notes”) and $             aggregate principal amount of Class [A-4]             % Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes, the “Notes”), pursuant to the Indenture to be dated as of                  , 20     (as amended and supplemented from time to time, the “Indenture”), between the Trust and             , as indenture trustee (the “Indenture Trustee”). The [Class [A-1] Notes], Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes (collectively, the “Offered Notes”) 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 Bank 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                  , 20     (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), between the Trust and the Bank, as Depositor and Servicer.

This is to confirm the agreement concerning the purchase of the Certificates from the Bank by J.P. Morgan Securities Inc. (the “Underwriter”).

2. Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, the Underwriter, that:

(a) A registration statement on Form S-3 (No. 333-            ) 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”). Such registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended as of the time it became effective (including without limitation each deemed effective date and time in accordance with Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including all material incorporated by reference therein and all information deemed to be part thereof pursuant to Rule 430B of the Rules and Regulations is hereinafter referred to as the “Registration Statement.” 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 the 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, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement dated [            , 20    ] relating to the sale of the Securities (the “Preliminary Prospectus Supplement”) accompanied by the base prospectus dated [            , 20    ] (the “Base Prospectus”; together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Securities (the “Prospectus Supplement”) to the Base Prospectus (together with the Prospectus Supplement, the “Prospectus”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Time or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein.

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(b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Registration Statement. The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations.

(c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations.

(d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Certificates were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Certificates (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto.

(e) The Time of Sale Information, at the Time of Sale, did not include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]¹;provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Time of Sale Information.

(f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a 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 the Bank makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto.

¹ The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information.

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(g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriter in its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not 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[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]²;provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of such Issuer Free Writing Prospectus.

(h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables.

(i) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank 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 the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity.

² The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information.

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(j) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the 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 Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement.

(k) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the 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 articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it 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 the Bank to consummate such transactions.

(l) 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 the Bank, enforceable against the 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 the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity.

(m) 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), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date.

(n) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement will be true and correct.

(o) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

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(p) On the date on which the first bona fide offer of the Certificates is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

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, the Bank agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Bank, at a purchase price of             % of the face amount thereof, the Certificates plus accrued interest at the Certificate Rate from                  , 20     to, but excluding, the Closing Date.

The Bank will deliver the Certificates to the Underwriter against payment of the purchase price in immediately available funds drawn to the order of the Bank at the offices of Simpson Thacher & Bartlett LLP in New York, New York at 10:00 a.m., New York City time, on                  , 20    , or at such other time not later than seven full business days thereafter as the Underwriter and the Bank 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”) 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.

5. Covenants of the Bank. The Bank covenants and agrees with the Underwriter that:

(a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. The Bank will file any Issuer Free Writing Prospectus when and to the extent required by Rule 433(d) of the Rules and Regulations. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, other than an Issuer Free Writing Prospectus listed on Annex A, the Bank will furnish to the Underwriter a copy of the proposed Issuer Free Writing Prospectus for review and approval. During any period that a prospectus relating to the Certificates is required to be delivered to purchasers of the Certificates by the Underwriter and dealers participating in the initial offering and sale of the Certificates on the Closing Date under the Act (but for Rule 172 of the Rules and Regulations) (a “prospectus delivery period”), the 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; the 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

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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 the Bank is advised thereof, and 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, the 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) The Bank will furnish to the Underwriter copies of the Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriter may reasonably request.

(d) The 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 the 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) For a period from the date of this Agreement until the retirement of the Certificates, the Bank, as Servicer, will furnish to the Underwriter copies of each certificate and the annual statements of compliance delivered to independent certified public accountants’ and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee.

(f) So long as any of the Certificates is outstanding, the Bank will furnish to the Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Certificateholders and (B) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Underwriter may reasonably request; provided, however, that the Bank shall not be required to furnish hereunder any reports concerning the Trust filed by the Bank with the Commission.

(g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the

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Receivables, and from and after the Closing Date neither the 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 Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the 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 the Bank nor any trust originated, directly or indirectly, by the 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 retail automobile or light-duty truck installment sale contracts or purchase money loans.

(j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations.

6. Payment of Expenses. The Bank will pay all expenses incident to the performance of its 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 [PricewaterhouseCoopers LLP], (iv) the fees of the Rating Agencies and (v) blue sky expenses; provided, however, that the Underwriter may reimburse the Bank for certain expenses incurred by the Bank as agreed to by the Underwriter and the Bank.

7. Conditions to the Obligation 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 Bank herein on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Bank made pursuant to the provisions hereof, to the performance by the Bank of its 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 [PricewaterhouseCoopers LLP] verifying the accuracy of such financial and statistical data contained in the Preliminary Prospectus and 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 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; the Bank shall have

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complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; 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 the Bank or JPMorgan Chase & Co. which, in the reasonable judgment of the Underwriter, 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 the Bank or JPMorgan Chase & Co. 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 LLP, special counsel to the Bank, Richards, Layton & Finger, P.A., 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 LLP, special counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and substance to the Underwriter, with respect to certain matters relating to the treatment of the transfer of the Receivables from the Bank to the Trust by the Federal Deposit Insurance Corporation and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, an opinion of [            ], special counsel to the Bank, with respect to the perfection of the Trust’s interest in the Receivables and an opinion of Richards, Layton & Finger, P.A., special counsel to the Bank, with respect to the perfection of the Indenture Trustee’s interest in the Receivables.

(f) The Underwriter shall have received from [Thacher Proffitt & Wood LLP], counsel to the 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 and other related matters as the Underwriter may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

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(g) The Underwriter shall have received an opinion of Simpson Thacher & Bartlett LLP, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) 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 for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the statements made in the Preliminary Prospectus and the Prospectus under the caption “Material Federal Income Tax Consequences,” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the United States federal income tax matters described therein.

(h) The Underwriter shall have received an opinion of Richards, Layton & Finger, P.A., special 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.

(i) The Certificates have been rated “A+” by Standard & Poor’s, “A3” by Moody’s and “AA-” by Fitch.

(j) The Underwriter shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the 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 the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the 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 the Bank, as Depositor and Servicer, 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) 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, (v) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operation of the Bank’s automotive finance business except as set forth in or contemplated by the Time of Sale Information and the Prospectus or as described in such certificate and (vi) 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 under which they were made, not misleading.

(k) On the Closing Date, all of the Offered Notes shall have been issued and sold pursuant to the Note Underwriting Agreement.

(l) The Notes shall have been rated “AAA” by Standard & Poor’s, “Aaa” by Moody’s and “AAA” by Fitch.

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(m) On the Closing Date, the Class R Certificate shall have been issued to the Bank pursuant to the Trust Agreement.

The 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 Bank 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) (i) 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 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 or (ii) arise out of, of are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or any Issuer Information (as defined herein) contained in any Underwriter Free Writing Prospectus (as defined herein) or in any Free Writing Prospectus for which the Bank or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Bank or any other offering participant that is in the business of publishing radio or television broadcasting or otherwise disseminating communications, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to make the statements therein, in light of the circumstances under which they were made, not misleading; and, in each case, will 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 the Bank 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 therein in reliance upon and in conformity with written information furnished to the Bank by the Underwriter expressly for use therein.

(b) The Underwriter agrees to indemnify and hold harmless the Bank, its directors, each of its officers or agents who signed the Registration Statement, and each person, if any, who controls the 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 (i) in the Preliminary Prospectus, the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Bank by the Underwriter expressly for use in the Preliminary Prospectus, the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any Free Writing Prospectus or (ii) in any Underwriter Free Writing Prospectus; provided, however, that the Underwriter shall not be obligated to so indemnify and hold harmless an indemnified party to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission in any Underwriter Free Writing Prospectus resulting from an error or omission in (A) Issuer Information which was not corrected by Issuer Information subsequently supplied by the Bank to the Underwriter at any time prior to the Time of Sale, and (B) the information contained in the Prospectus or the Time of Sale Information.

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(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 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) No indemnifying party shall, without the 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 indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(e) The obligations of the Bank under this Section 8 shall be in addition to any liability which the 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 the Bank and to each person, if any, who controls the 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 Bank 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 Bank 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 Bank is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)

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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 the Bank, each officer or agent of the Bank who signed the Registration Statement, and each person, if any, who controls the Bank within the meaning of Section 15 of the Act shall have the same rights to contribution as the Bank.

10. Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials.

(a) The Underwriter represents and warrants to the Bank that it has not and will not distribute any written materials that would be treated as “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Materials”).

(b) The Underwriter represents, warrants and agrees with the Bank that other than the Time of Sale Information and the Prospectus, the Underwriter has not conveyed and will not convey, without the Bank’s prior written approval, to any potential purchaser of the Certificates any other written material of any kind that would constitute a Free Writing Prospectus or a “prospectus,” as defined in Section 2(a)(10) of the Act; provided, however, that the Underwriter may prepare and convey to one or more of its potential purchasers of the Certificates a Free Writing Prospectus containing no more than the following information: (A) information permitted under Rule 134 of the Rules and Regulations, including but not limited to, information relating to the size, weighted average life, rating, scheduled final payment date and/or final price of the Certificates, as well as a column or other entry showing the status of the subscriptions for the Certificates and/or expected pricing parameters of the Certificates and (B) information customarily contained in confirmations of sale of securities and notices of allocations, provided, that the Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations.

(c) The Underwriter represents and warrants to the Bank that each Free Writing Prospectus prepared by or on behalf of the Underwriter (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of the Certificates, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Underwriter makes no representation to the extent any misstatement or omission was the result of any inaccurate information which was publicly available or provided to the Underwriter by or on behalf of the Bank (such information, “Issuer Information”), which information was not corrected by Issuer Information subsequently supplied by or on behalf of the Bank to the Underwriter prior to the Time of Sale.

(d) Each of the Bank and the Underwriter agrees that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 of the Rules and Regulations.

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(e) The Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing Prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations.

11. Additional Underwriter Representations. The Underwriter represents and agrees (i) that it did not enter into any contract of sale for any Certificates prior to the Time of Sale and (ii) that it will, at any time that the Underwriter is acting as an “underwriter,” as defined in Section 2(a)(11) of the Act, with respect to the Certificates, convey to each purchaser to whom Certificates are sold by it during the period prior to the filing of the Prospectus (as notified to the Underwriter by the Bank), at or prior to the applicable time of any such contract of sale with respect to such purchaser, the Preliminary Prospectus.

12. Arm’s Length Transaction. The Bank acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally the Underwriter is not advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no any responsibility or liability to the Bank with respect thereto. Any review by the Underwriter of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Bank.

13. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Bank or its officers and of the Underwriter 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 Underwriter, the 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, the Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 and the respective obligations of the Bank and the Underwriter pursuant to Sections 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 Bank 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.

14. 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 J.P. Morgan Securities Inc., 270 Park Avenue, 10^th Floor, New York, New York 10017, Attention: North American ABS, or, if sent to the Bank, will be mailed, delivered, or telegraphed and confirmed to JPMorgan Chase Bank, National Association, c/o Chase Auto Finance Corp., 900 Stewart Avenue, Garden City, New York 11530, Attention: Financial Controller.

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15. 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.

16. 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.

17. 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.

18. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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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 Bank and the Underwriter in accordance with its terms.

Very truly yours,

JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION

By

The foregoing Certificate

Underwriting Agreement is

hereby confirmed and

accepted as of the date

first written above:

J.P. MORGAN SECURITIES INC.

By

Name:

Title:

16

ANNEX A

Time of Sale Information

EX-4.1

Exhibit 4.1

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Depositor and Servicer

and

CHASE AUTO OWNER TRUST 20    -    

as Issuer

SALE AND SERVICING AGREEMENT

Dated as of                              , 20    

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.1	Definitions	1
SECTION 1.2	Usage of Terms.	21
SECTION 1.3	Simple Interest Method; Methods of Allocating Payments or Receivables; Allocations	21
ARTICLE II
CONVEYANCE OF RECEIVABLES
SECTION 2.1	Conveyance of Receivables.	22
SECTION 2.2	Closing.	23
ARTICLE III
THE RECEIVABLES
SECTION 3.1	Representations and Warranties of Depositor; Conditions Relating to Receivables.	23
SECTION 3.2	Repurchase Upon Breach or Failure of a Condition.	27
SECTION 3.3	Custody of Receivable Files.	27
SECTION 3.4	Duties of Servicer as Custodian.	28
SECTION 3.5	Instructions; Authority to Act.	29
SECTION 3.6	Custodian’s Indemnification	29
SECTION 3.7	Effective Period and Termination.	29
ARTICLE IV
ADMINISTRATION AND SERVICING OF RECEIVABLES
SECTION 4.1	Duties of Servicer.	30
SECTION 4.2	Collection of Receivable Payments; Refinancing.	30
SECTION 4.3	Realization Upon Receivables.	31
SECTION 4.4	Maintenance of Security Interests in Financed Vehicles.	31
SECTION 4.5	Covenants of Servicer.	32
SECTION 4.6	Purchase of Receivables Upon Breach.	32
SECTION 4.7	Servicing Fee.	33
SECTION 4.8	Servicer’s Certificate.	33
SECTION 4.9	Annual Statement as to Compliance.	34
SECTION 4.10	Reports on Assessment of Compliance With Servicing Criteria.	34
SECTION 4.11	Access by Holders to Certain Documentation and Information Regarding Receivables.	35
SECTION 4.12	Reports to Holders and the Rating Agencies.	36

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ARTICLE V
ACCOUNTS; DISTRIBUTIONS;
STATEMENTS TO CERTIFICATEHOLDERS
SECTION 5.1	Establishment of Collection Account and Note Distribution Account.	36
SECTION 5.2	Collections.	37
SECTION 5.3	[Reserved].	38
SECTION 5.4	Additional Deposits.	38
SECTION 5.5	Distributions.	38
SECTION 5.6	[Yield Supplement Account	40
SECTION 5.7	Reserve Account.	41
SECTION 5.8	Net Deposits.	42
SECTION 5.9	Statements to Certificateholders and Noteholders	42
ARTICLE VI
THE DEPOSITOR
SECTION 6.1	Representations of Depositor.	42
SECTION 6.2	Liability of Depositor; Indemnities	43
SECTION 6.3	Merger or Consolidation of Depositor.	44
SECTION 6.4	Limitation on Liability of Depositor and Others.	44
SECTION 6.5	Depositor May Own Notes and Certificates.	44
ARTICLE VII
THE SERVICER
SECTION 7.1	Representations of Servicer.	45
SECTION 7.2	Liability of Servicer; Indemnities.	46
SECTION 7.3	Merger or Consolidation of Servicer.	47
SECTION 7.4	Limitation on Liability of Servicer and Others.	47
SECTION 7.5	Servicer Not To Resign.	48
SECTION 7.6	Delegation of Duties.	48
ARTICLE VIII
EVENTS OF SERVICING TERMINATION
SECTION 8.1	Events of Servicing Termination.	49
SECTION 8.2	Indenture Trustee to Act; Appointment of Successor Servicer.	50
SECTION 8.3	Notification to Noteholders and Certificateholders.	51
SECTION 8.4	Waiver of Past Defaults.	51

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ARTICLE IX
TERMINATION
SECTION 9.1	Optional Purchase of All Receivables; Trust Termination.	51
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.1	Amendment.	53
SECTION 10.2	Protection of Title to Owner Trust Estate.	54
SECTION 10.3	GOVERNING LAW.	56
SECTION 10.4	Notices.	56
SECTION 10.5	Severability of Provisions.	56
SECTION 10.6	Assignment.	56
SECTION 10.7	Certificates and Notes Nonassessable and Fully Paid.	57
SECTION 10.8	Third-Party Beneficiaries.	57
SECTION 10.9	Assignment to Indenture Trustee.	57
SECTION 10.10	Limitation of Liability of Owner Trustee and Indenture Trustee.	57
SECTION 10.11	No Petition.	58
SECTION 10.12	Information Relating to Compliance with Regulation AB.	58

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SCHEDULES

Schedule A	-	Schedule of Receivables
Schedule B	-	Location of Receivable Files
[Schedule C	-	Schedule of Yield Supplement Overcollateralization Amounts]
EXHIBITS
Exhibit A	-	Form of Servicer’s Certificate
Exhibit B	-	Form of Certificateholder and Noteholder Report
Exhibit C	-	Form of Collection Account Control Agreement
Exhibit D	-	Form of Reserve Account Control Agreement
[Exhibit E	-	Form of Yield Supplement Account Control Agreement]

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This SALE AND SERVICING AGREEMENT, dated as of                      , 20    , (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is made between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association having its principal executive offices located at 1111 Polaris Parkway, Columbus, Ohio 43240, and CHASE AUTO OWNER TRUST 20    -    , as 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.

“Adjusted Pool Balance” means, for any Payment Date, an amount equal to the excess, if any, of the Pool Balance on such Payment Date over the Yield Supplement Overcollateralization Amount for such Payment Date.

“Administration Agreement” means the Administration Agreement, dated as of                      , 20    , among the Issuer, the Administrator and the Indenture Trustee, as the same may be amended and supplemented from time to time.

“Administrator” means JPMorgan Chase, as administrator, and its successors and assigns.

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

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

“Aggregate Net Losses” means, for any Payment Date, the amount equal to (i) the aggregate Principal Balance of all Receivables that became Defaulted Receivables during the related Collection Period minus (ii) the Liquidation Proceeds allocable to principal collected during such Collection Period with respect to any Defaulted Receivables.

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

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

“Authorized Officer” means (i) with respect to the Owner Trustee, Indenture Trustee or Servicer, any officer of the Owner Trustee, Indenture Trustee or Servicer who is authorized to act on behalf of the Owner Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as such on the list of authorized officers delivered by each such party on the Closing Date or (ii) with respect to the Issuer, any officer of the Owner Trustee who is authorized to act on behalf of the Owner Trustee and who is identified as such on the list of authorized officers delivered by the Owner Trustee on the Closing Date.

“Available Amount” means, for any Payment Date, the sum of (i) all Collections on the Receivables received during the related Collection Period[, (ii) the Yield Supplement Withdrawal Amount for such Payment Date] and [(ii)] [(iii)] the Repurchase Amounts received with respect to the Repurchased Receivables repurchased by the Depositor or purchased by the Servicer during the related Collection Period. The Available Amount for any Payment Date shall exclude all payments and proceeds (including any Liquidation Proceeds and any amounts received from Dealers with respect to Receivables) of any Receivables the Repurchase Amount of which has been included in the Available Amount for a prior Payment Date.

“Available Reserve Account Amount” means, for each Payment Date, an amount equal to the amount on deposit in the Reserve Account on such Payment Date (excluding amounts to be withdrawn from the Reserve Account on such Payment Date pursuant to Section 5.7(d)).

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

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

“Basic Documents” means this Agreement, the Certificate of Trust, the Indenture, the Issuer Letter of Representations, the Securities Control Agreements, the Trust Agreement, the Administration Agreement and other documents and certificates delivered in connection therewith.

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

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“Book-Entry Notes” means beneficial interests in [the Class [A-1] Notes,] the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 2.10 of the Indenture.

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

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

“Certificate” means a certificate evidencing the beneficial interest of a Certificateholder in the Owner Trust Estate, substantially in the form of Exhibit [A-2] to the Trust Agreement.

“Certificate Balance” means an amount equal to $             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.

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

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

“Certificate of Trust” means the certificate of trust, filed by the Owner Trustee pursuant to Section 3810(a) of the Statutory Trust Statute, as such certificate may be amended or corrected from time to time.

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

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

“Certificate Rate” means         % 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

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or demand pursuant to any of the Basic Documents (other than pursuant to Section 4.3 of the Trust Agreement), the interest evidenced by any Certificate registered in the name of the Depositor, the Servicer or any Person actually known by an Authorized Officer of the Owner Trustee to be an Affiliate of the Depositor or the Servicer shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, request or waiver shall have been obtained.

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

“Certificateholders’ Interest Distributable Amount” means, for any Payment Date, the sum of the Certificateholders’ Monthly Interest Distributable Amount for such Payment Date and the Certificateholders’ Interest Carryover Shortfall for such Payment Date.

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

“Certificateholders’ Principal Distribution Amount” means, for any Payment Date, the greater of (a) the excess, if any, of (i) the sum of (A) the Regular Principal Distribution Amount for such Payment Date, (B) the First Priority Principal Distribution Amount for such Payment Date and (C) the Second Priority Principal Distribution Amount for such Payment Date over (ii) the Noteholders’ Principal Distribution Amount for such Payment Date and (b) on the Certificate Final Scheduled Payment Date, the amount necessary to reduce the Certificate Balance to zero on such Payment Date.

“Class [A-1] Interest Rate” means         % per annum.

“Class [A-1] Notes” means the Class [A-1]         % Asset Backed Notes, substantially in the form of Exhibit B to the Indenture.

“Class [A-1] Noteholder” means the Person in whose name a Class [A-1] Note is registered on the Note Register.

“Class [A-2] Interest Rate” means         % per annum.

“Class [A-2] Notes” means the Class [A-2]         % Asset Backed Notes, substantially in the form of Exhibit C to the Indenture.

4

“Class [A-2] Noteholder” means the Person in whose name a Class [A-2] Note is registered on the Note Register.

“Class [A-3] Interest Rate” means         % per annum.

“Class [A-3] Notes” means the Class [A-3]         % Asset Backed Notes, substantially in the form of Exhibit D to the Indenture.

“Class [A-3] Noteholder” means the Person in whose name a Class [A-3] Note is registered on the Note Register.

“Class [A-4] Interest Rate” means         % per annum.

“Class [A-4] Notes” means the Class [A-4]         % Asset Backed Notes, substantially in the form of Exhibit E to the Indenture.

“Class [A-4] Noteholder” means the Person in whose name a Class [A-4] Note is registered on the Note Register.

“Class R Certificate” means the certificate evidencing the beneficial interest of the Class R Certificateholder in the Owner Trust Estate, substantially in the form of Exhibit [A-1] to the Trust Agreement.

“Class R Certificateholder” means the Person in whose name the Class R Certificate is registered.

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

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

“Clearstream” means Clearstream Banking, société anonyme.

“Closing Date” means                              , 20    .

“Code” means the Internal Revenue Code of 1986, as amended.

“Collection Account” means securities account no.              entitled “Chase Auto Owner Trust Series 20    -     Collection Account” maintained by the Collection Account Securities Intermediary pursuant to the Collection Account Control Agreement or any successor securities account maintained pursuant to the Collection Account Control Agreement.

“Collection Account Control Agreement” means the agreement among the Issuer,                                 , as securities intermediary, and the Indenture Trustee, dated as of                              , 20    , relating to the Collection Account, substantially in the form attached as Exhibit C, as the same may be amended and supplemented from time to time.

5

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

“Collection Period” means the period from and including                              , 20     to and including                              , 20     and each calendar month thereafter until Chase Auto Owner Trust 20    -     shall terminate pursuant to Article IX of the Trust Agreement.

“Collections” means all collections in respect of Receivables, including Liquidation Proceeds with respect to the Receivables.

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

“Corporate Trust Office” means the corporate trust office of the Indenture Trustee in [                ] or the office of the Owner Trustee, as applicable.

“Cutoff Date” means                              , 20    .

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

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

“Dealer Receivable” means each Receivable which was originated by the Depositor or an Affiliate of the Depositor with the involvement of a Dealer.

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

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

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

6

“Definitive Notes” means [the Class [A-1]] Notes [and, if] issued in certificated, fully registered form as provided in Section 2.12 of the Indenture[, the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes].

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

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

[“Delinquency Percentage” means, for any Payment Date, the sum of the outstanding Principal Balances of all Receivables which were 60 days or more delinquent (including Receivables, which are not Defaulted Receivables, relating to Financed Vehicles that have been repossessed), as of the close of business on the last day of the Collection Period immediately preceding such Payment Date, determined in accordance with the Servicer’s normal practices, such sum expressed as a percentage of the Pool Balance as of the close of business on the last day of such Collection Period.]

“Deposit Date” means the Business Day immediately preceding each Payment Date.

“Depositor” means JPMorgan Chase, in its capacity as the depositor of the Receivables under this Agreement, and each successor thereto pursuant to Section 6.3.

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

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

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

“Euroclear Operator” means Euroclear Bank S.A./N.V., in its capacity as the operator of the Euroclear system.

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

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

7

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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

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

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

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

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

“First Priority Principal Distribution Amount” means, for any Payment Date, an amount equal to the greater of (a) the excess, if any, of (i) the Outstanding Amount of the Notes on the immediately preceding Payment Date (after giving effect to all payments of principal of the Notes on such immediately preceding Payment Date) over (ii) the Adjusted Pool Balance for such Payment Date and (b) on the Note Final Scheduled Payment Date of any class of Notes, the amount necessary to reduce the Outstanding Amount of such class of Notes to zero on such Payment Date.

“Fitch” means Fitch, Inc. and its successors and assigns.

“FNMA” means the Federal National Mortgage Association or any successor thereto.

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

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

“Holder” or “Holders” means, unless the context otherwise requires, both Certificateholders and Noteholders.

8

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

“Indenture” means the Indenture dated as of                              , 20     between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time.

“Indenture Trustee” means, initially,                     , as Indenture Trustee under the Indenture, and 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 Depositor and any Affiliate of any of the foregoing persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

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

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

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

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

“Issuer” means Chase Auto Owner Trust 20    -    , a Delaware statutory 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.

“Issuer Letter of Representations” means the blanket letter of representations between the Issuer and The Depository Trust Company, as the initial Clearing Agency, dated the Closing Date, substantially in the form attached as Exhibit C to the Trust Agreement, as the same may be amended or supplemented from time to time or any similar letter or agreement with any successor Clearing Agency.

“JPMorgan Chase” means JPMorgan Chase Bank, National Association, a national banking association with its principal executive offices in Columbus, Ohio and its successors.

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

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

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

“Moody’s” means Moody’s Investors Service, Inc. and its successors and assigns.

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

“Note” means a Class [A-1] Note, a Class [A-2] Note, a Class [A-3] Note or a Class [A-4] Note.

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

“Note Final Scheduled Payment Date” means for (a) the Class [A-1] Notes, the [            ] Payment Date, (b) the Class [A-2] Notes, the [            ] Payment Date, (c) the Class [A-3] Notes, the [            ] Payment Date, and (d) the Class [A-4] Notes, the [            ] Payment Date.

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

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

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

“Noteholder” means a Class [A-1] Noteholder, a Class [A-2] Noteholder, a Class [A-3] Noteholder or a Class [A-4] Noteholder.

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

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

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

“Noteholders’ Principal Distribution Amount” means, for any Payment Date, the greater of (a) the lesser of (i) the excess, if any, of (A) the Outstanding Amount of the Notes on the immediately preceding Payment Date (after giving effect to all payments of principal of the Notes on such immediately preceding Payment Date) over (B) the lesser of (x) the sum of (I) [    ]% of the Adjusted Pool Balance for such Payment Date and (II) the Specified Reserve

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Account Balance on such Payment Date and (y) the Adjusted Pool Balance for such Payment Date minus the Target Overcollateralization Amount for such Payment Date and (ii) the Target Principal Distribution Amount for such Payment Date and (b) on the Note Final Scheduled Payment Date of any class of Notes, the amount necessary to reduce the Outstanding Amount of such class of Notes to zero.

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

“Officer’s Certificate” means a certificate signed by the chairman of the board, the president, the treasurer, the controller, any executive or senior vice president or any vice president of the Depositor or Servicer, as appropriate, meeting the requirements of Section 11.1 of the Indenture.

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

“Optional Purchase Percentage” shall be     %.

[“Original Adjusted Pool Balance” shall be $            .]

“Original Pool Balance” shall be $            .

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

• Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

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

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

provided that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be

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protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that an Authorized Officer of the Indenture Trustee either actually knows to be so owned or has received written notice that such Note is so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons.

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

[“Outstanding Trust Securities Amount” means, on any Payment Date, the sum of (a) the Outstanding Amount of the Notes on such Payment Date (after giving effect to all payments of principal of the Notes on such Payment Date) and (B) the Certificate Balance on such Payment Date (after giving effect to all distributions of principal with respect to the Certificates on such Payment Date).]

“Owner Trust Estate” means all right, title and interest of the Issuer in and to the property and rights assigned to the Issuer pursuant to Article II of this Agreement, all funds on deposit from time to time in the Trust Accounts (other than the Note Distribution Account) and the Certificate Distribution Account and all other property of Issuer from time to time, including any rights of the Owner Trustee and the Issuer pursuant to this Agreement.

“Owner Trustee” means, initially, [            ], not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder.

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

“Payment Date” means, in the case of the first Collection Period,                              , 20    , and in the case of every Collection Period thereafter, the 15th calendar day of the following month, or if the 15th calendar day is not a Business Day, the next following Business Day.

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

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

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

(iii) commercial paper, other than commercial paper issued by JPMorgan Chase or any of its Affiliates, which is then rated P-1 by Moody’s, “F1+” by Fitch (if rated by Fitch) and “A-1+” by Standard & Poor’s;

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

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

(vi) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation the short term unsecured debt or deposits of which are rated P-1 by Moody’s, “F1+” by Fitch (if rated by Fitch) and “A-1+” by Standard & Poor’s or the long-term unsecured debt of which are rated Aaa by Moody’s, “AAA” by Fitch (if rated by Fitch) and “AAA” by Standard & Poor’s;

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

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

(ix) such other investments, other than investments in JPMorgan Chase or any of its affiliates, where either (A) the short-term unsecured debt or deposits of the obligor on such investments are rated “A-1+” by Standard & Poor’s, “F1+” by Fitch (if rated by Fitch) and P-1 by Moody’s.

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Permitted Investments may include money market mutual funds (so long as such fund has the ratings specified in clause (viii) hereof), including, without limitation, any JPMorgan Prime Money Market Fund or any other fund for which JPMorgan Chase, the Indenture Trustee or an Affiliate of either thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) JPMorgan Chase, [insert name of indenture trustee] or an Affiliate of either thereof charges and collects fees and expenses from such funds for services rendered, (ii) JPMorgan Chase, [insert name of indenture trustee] or an Affiliate of either 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 JPMorgan Chase, [insert name of indenture trustee] or an Affiliate of either 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 JPMorgan Chase or [insert name of indenture trustee], as applicable, may charge and collect for services rendered pursuant to this Agreement.

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

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

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

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

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

“Principal Distribution Subaccount” means the administrative subaccount of the Collection Account established and maintained as such pursuant to Section 5.1(a).

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

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

[“Projected Weighted Average Life” means, with respect to (a) the Class [A-1] Notes, [    ], (b) the Class [A-2] Notes, [    ], (c) the Class [A-3] Notes, [    ], (d) the Class [A-4] Notes, [    ] and (e) the Certificates, [    ].]

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

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

“Rating Agency” means any of Standard & Poor’s, Moody’s or Fitch.

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

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

“Receivable Files” means the documents specified in Section 3.3.

“Receivables Pool” means the pool of Receivables included in the Trust Estate and all monies received thereunder on or after the Cutoff Date.

“Record Date” means, with respect to (a) [the Class [A-1] Notes and any Payment Date, the last day of the immediately preceding calendar month, (b) the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes and] (i) any Payment Date before Definitive Notes are issued in respect of [the Class [A-1] Notes,] the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes, the Business Day prior to such Payment Date or (ii) any Payment Date after Definitive Notes are issued in respect of [the Class [A-1] Notes,] the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes, the last day of the immediately preceding calendar

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month and [(b)] [(c)] the Certificates, and (i) any Payment Date before Definitive Certificates are issued, the Business Day prior to such Payment Date or (ii) any Payment Date after Definitive Certificates are issued, the last day of the immediately preceding calendar month.

“Regular Principal Distribution Amount” means, for any Payment Date, an amount equal to the excess, if any, of (a) the Target Principal Distribution Amount for such Payment Date over (b) the sum of (i) the First Priority Principal Distribution Amount for such Payment Date and (ii) the Second Priority Principal Distribution Amount for such Payment Date.

“Regulation AB” means Subpart 229.1100—Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time.

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

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

“Repurchased Receivable” means a Receivable repurchased by the Depositor pursuant to Section 3.2 or purchased by the Servicer pursuant to Section 4.6.

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

[“Required Rate” means the sum of (i) the Servicing Fee Rate and (ii) the percentage equivalent of a fraction, the numerator of which is equal to the sum of the product for each class of Notes and for the Certificates of (x) the Interest Rate for such class of Notes or the Certificate Rate, as applicable, (y) the Outstanding Amount of the Notes of such class on the Closing Date or the Certificate Balance on the Closing Date, as applicable, and (z) the Projected Weighted Average Life with respect to such class of Notes or the Certificates, and the denominator of which is equal to the sum of the product for each class of Notes and for the Certificates of (1) the Outstanding Amount of the Notes of such class on the Closing Date or the Certificate Balance on the Closing Date and (2) the Projected Weighted Average Life with respect to such class of Notes or the Certificates.]

“Reserve Account” means securities account no.              entitled “[            ], as Indenture Trustee, Securities Account of Chase Auto Owner Trust Series 20    -    ” maintained by the Reserve Account Securities Intermediary pursuant to the Reserve Account Control Agreement or any successor securities account maintained pursuant to the Reserve Account Control Agreement.

“Reserve Account Control Agreement” means the agreement among the Issuer, [            ], as securities intermediary, and the Indenture Trustee, dated as of                              , 20    , relating to the Reserve Account, substantially in the form attached as Exhibit D, as the same may be amended and supplemented from time to time.

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“Reserve Account Initial Deposit” means an amount equal to $            .

“Reserve Account Securities Intermediary” means [            ] or any other securities intermediary that maintains the Reserve Account pursuant to the Reserve Account Control Agreement.

“Reserve Account Transfer Amount” means, for any Payment Date, an amount equal to the lesser of (a) the amount of cash or other immediately available funds on deposit in the Reserve Account on such Payment Date (excluding amounts to be paid to the Class R Certificateholder pursuant to clause (i) of Section 5.7(d), but before giving effect to any other withdrawals therefrom relating to such Payment Date) and (b) the amount, if any, by which the sum of the amounts set forth in clauses (i) through (vi) of Section 5.5(c), inclusive, exceeds the Available Amount for such Payment Date.

“Responsible Officer” means, (a) with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and (b) with respect to the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case, with direct responsibility of the administration of the Issuer.

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

“Schedule of Receivables” means the list of Receivables attached hereto as Schedule A.

“SFAS 140” means the Statement of Financial Accounting Standard No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.

“Second Priority Principal Distribution Amount” means, for any Payment Date, an amount equal to the greater of (a) the excess, if any, of (i) an amount equal to the excess, if any, of (A) the Outstanding Trust Securities Amount on the immediately preceding Payment Date over (B) the Adjusted Pool Balance for such Payment Date over (ii) the First Priority Principal Distribution Amount for such Payment Date and (b) on the Certificate Final Scheduled Payment Date, the amount necessary to reduce the Certificate Balance to zero on such Payment Date.

“Securities Act” means the Securities Act of 1933, as amended.

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“Securities Control Agreements” means, collectively, the Collection Account Control Agreement[, the Yield Supplement Account Control Agreement] and the Reserve Account Control Agreement.

“Securities Intermediaries” means, collectively, JPMorgan Chase, acting as securities intermediary under the Collection Account Control Agreement or any successor thereto thereunder and [                ], acting as securities intermediary under the Reserve Account Control Agreement or any successor thereto thereunder.

“Servicer” means JPMorgan Chase, in its capacity as the servicer of the Receivables under this Agreement, and each successor thereto pursuant to Section 7.3, and each successor servicer pursuant to Section 8.2.

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

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

“Servicing Fee Rate” means [    ]% per annum.

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

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

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

“Specified Reserve Account Balance” means, for any Payment Date, [the lesser of (a) $             (or         % of the Original Adjusted Pool Balance) and (b) the Outstanding Trust Securities Amount on the immediately preceding Payment Date] [        % of the Pool Balance as of the related Settlement Date, but in any event will not be less than the lesser of (i) $             and (ii) such Pool Balance; provided that the Specified Reserve Account Balance will be calculated using a percentage of         % for any Payment Date (beginning with the                          20     Payment Date) for which the Average Net Loss Ratio exceeds         % or the Average Delinquency Percentage exceeds         %. Upon written notification to the Indenture Trustee by the Depositor, the Specified Reserve Account Balance may be reduced to a lesser amount as determined by the Depositor so long as such reduction satisfies the Rating Agency Condition].

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[“Specified Yield Supplement Amount” means, with respect to any Payment Date, an amount equal to the lesser of (a) the Yield Supplement Account Initial Deposit and (b) the sum of the Yield Supplement Withdrawal Amounts for all future Payment Dates, assuming that (i) all scheduled payments on the Yield Supplemented Receivables are made when due, (ii) no prepayments are made on the Yield Supplemented Receivables and (iii) the investment income on amounts on deposit in the Yield Supplement Account will be         % per annum.]

“Standard & Poor’s” means Standard & Poor’s Ratings Services and its successors and assigns.

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as amended from time to time.

“Target Overcollateralization Amount” means, for any Payment Date, the greater of (a) the excess, if any, of (i)         % of the Adjusted Pool Balance for such Payment Date over (ii) the Specified Reserve Account Balance for such Payment Date and (b)         % of the Original Adjusted Pool Balance.

“Target Principal Distribution Amount” means, for any Payment Date, the excess, if any, of (a) the Outstanding Trust Securities Amount on the immediately preceding Payment Date over (b) the Adjusted Pool Balance for such Payment Date minus the Target Overcollateralization Amount for such Payment Date.

“Treasury Regulations” means, the treasury regulations promulgated under Code.

“Trust Accounts” means, collectively, the Collection Account, the Note Distribution Account[, the Yield Supplement Account] and the Reserve Account.

“Trust Agreement” means the Amended and Restated Trust Agreement dated as of                              , 20    , between the Depositor and the Owner Trustee, as the same may be amended and supplemented from time to time.

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

[“Yield Supplement Account” means securities account no.              entitled “[            ], as Indenture Trustee, Securities Account of Chase Auto Owner Trust Series 20    -    ” maintained by the Yield Supplement Account Securities Intermediary pursuant to the Yield Supplement Account Control Agreement or any successor securities account maintained pursuant to the Yield Supplement Account Control Agreement.

“Yield Supplement Account Control Agreement” means the agreement among the Issuer,                 , as securities intermediary, and the Indenture Trustee, dated as of                         , 20    , relating to the Yield Supplement Account, substantially in the form attached as Exhibit E, as the same may be amended and supplemented from time to time.

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“Yield Supplement Account Initial Deposit” means an amount equal to $            .

“Yield Supplement Account Securities Intermediary” means                  or any other securities intermediary that maintains the Yield Supplement Account pursuant to the Yield Supplement Account Control Agreement.]

[“Yield Supplement Overcollateralization Amount” means, for any Payment Date, the amount specified on Schedule C for such Payment Date.]

[“Yield Supplement Withdrawal Amount” means, for any Payment Date, an amount equal to the lesser of (i) the amount of cash or other immediately available funds on deposit in the Yield Supplement Account on such Payment Date and (ii) the aggregate amount by which one month’s interest (assuming a thirty-day month) on the Principal Balance of each Yield Supplemented Receivable as of the close of business on the last day of the second Collection Period preceding such Payment Date at the Required Rate exceeds one month’s interest (assuming a thirty-day month) on such Principal Balance at the Contract Rate of such Yield Supplemented Receivable.

“Yield Supplemented Receivable” means a Receivable that has a Contract Rate that is less than the Required Rate.]

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

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ARTICLE II

CONVEYANCE OF RECEIVABLES

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

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

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

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

It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Receivables not be part of the Depositor’s estate in the event of an insolvency. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the items of property listed in clauses (i) through (iv) above 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.

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SECTION 2.2 Closing. The conveyance of the Receivables shall take place at the offices of Simpson Thacher & Bartlett LLP, 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 Depositor of the Notes, the Certificates and the Class R Certificate, 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 Depositor; Conditions Relating to Receivables.

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

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

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

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

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

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

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

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

(iv) Contract Rate. Each Receivable has a Contract Rate of not more than         % per annum;

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

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

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

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

(ix) No Force Placed Insurance. Each Receivable was secured by a Financed Vehicle that was not insured by a force placed insurance policy or any vendor’s single interest and non-filing insurance policy;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xxv) Chattel Paper. Each Receivable constitutes either “tangible chattel paper” or “electronic chattel paper” within the meaning of the Relevant UCC. In the case of a Receivable constituting “tangible chattel paper” within the meaning of the Relevant UCC, there is no more than one original executed copy of such Receivable, which immediately prior to delivery thereof to the Servicer (as custodian) for the Issuer, was in the possession of the Depositor. In the case of a Receivable constituting “electronic chattel paper” within the meaning of the Relevant UCC, (a) there is no more than one authoritative copy of such Receivable which (i) is unique, identifiable and unalterable, and (ii) was communicated to and maintained by the Depositor, and (b) the Depositor has not communicated an authoritative copy of such Receivable to any Person;

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(xxvi) Excluded Loans. Each Receivable is not a Receivable originated by or through a Dealer located in the State of                 ,                 ,                  and                 ; and

(xxvii) No Debt Cancellation Policy. Other than a Receivable originated by or through a Dealer located in the State of New York, no Receivable is subject to a Debt Cancellation Policy.

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

SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer, upon the execution and delivery of this Agreement, agrees to have the Servicer act as custodian of the following copies, documents or instruments (the “Receivable Files”) which are hereby constructively delivered to the Issuer with respect to each Receivable:

(i) In the case of a Receivable constituting “tangible chattel paper” within the meaning of the Relevant UCC, the original executed copy of such Receivable or, in the case of a Receivable constituting “electronic chattel paper” within the meaning of the Relevant UCC, the authoritative copy of such Receivable; and

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

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

SECTION 3.4 Duties of Servicer as Custodian.

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

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

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

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

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

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

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

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ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

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

SECTION 4.2 Collection of Receivable Payments; Refinancing.

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

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

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

SECTION 4.3 Realization Upon Receivables. The Servicer shall use reasonable efforts, consistent with its customary servicing procedures, to repossess or otherwise take possession of the Financed Vehicle securing any Receivable during the calendar month in which more than 10% of any scheduled payment thereunder becomes 90 days delinquent; provided, however that the Servicer may repossess or otherwise take possession of the Financed Vehicle securing a Receivable (i) earlier if (A) such Receivable becomes a Defaulted Receivable, (B) the Servicer determines that such Financed Vehicle is in danger of being damaged, destroyed or otherwise made unavailable for repossession or (C) the related Obligor voluntarily surrenders such Financed Vehicle or (ii) later if (A) the Servicer is unable to locate such Financed Vehicle, (B) the related Obligor is the subject of a bankruptcy proceeding or (C) the Servicer otherwise defers repossession of such Financed Vehicle in accordance with its normal and customary servicing practices and procedures. After repossession of a Financed Vehicle, the Servicer shall in accordance with its customary and usual practices and procedures sell such Financed Vehicle in an auction or consign such Financed Vehicle to a Dealer for resale as soon as is practicable after repossession, subject to any applicable laws. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in determining when and if to exercise reasonable efforts to realize upon any recourse to Dealers. The Servicer shall be entitled to recover from proceeds all reasonable expenses incurred by it in the course of converting the Financed Vehicle into cash proceeds. The Liquidation Proceeds with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 5.2 and shall be applied to reduce (or to satisfy, as the case may be) the Repurchase Amount of the Receivable, if such Receivable is to be repurchased by the Depositor pursuant to Section 3.2, or is to be purchased by the Servicer pursuant to Section 4.6. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its sole discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related Receivable by an amount equal to or greater than the amount of such expenses.

SECTION 4.4 Maintenance of Security Interests in Financed Vehicles. The Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain perfection of the first priority security interest of the Depositor created in any Financed Vehicle which secures a Receivable. The Owner Trustee, on behalf of the Issuer, and the Indenture Trustee hereby authorize the Servicer, and the Servicer hereby agrees, to take

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such steps as are necessary to re-perfect such security interest in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Receivable to the Issuer and by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the State in which the Financed Vehicle is located, to grant to the Indenture Trustee a perfected security interest in the related Financed Vehicle, the Depositor and Servicer hereby agree that the Depositor’s listing as the secured party on the certificate of title is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title as the Indenture Trustee’s agent and custodian; provided, however, that the Servicer shall not, nor shall the Owner Trustee, the Indenture Trustee or Holders have the right to require that the Servicer, make any such notation on the related Financed Vehicles’ certificate of title or fulfill any such additional administrative requirement of the laws of the State in which a Financed Vehicle is located.

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

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

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

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

SECTION 4.6 Purchase of Receivables Upon Breach. The Depositor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Depositor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any breach by the Servicer of its covenants under Section 4.5 which materially and adversely affects the interest of the Holders in any Receivable (for this purpose, any breach of the covenant set forth in Section 4.5(iii) shall be deemed to materially and adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, unless the breach shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Servicer’s election, the last day of the Collection Period in which such discovery occurred), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. In consideration of the purchase of such Receivable, the Servicer shall remit the Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Owner

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Trustee, the Indenture Trustee or the Holders against the Servicer with respect to a breach pursuant to Section 4.2 or Section 4.5 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.6. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.6 or the eligibility of any Receivable for purposes of this Agreement.

SECTION 4.7 Servicing Fee. The Servicing Fee for a Collection Period shall be payable on the related Payment Date pursuant to Section 5.5 and shall equal the sum of (i) [(A) in the case of the first Payment Date, the product of     multiplied by 1/360 of the Servicing Fee Rate and the Pool Balance as of the Cutoff Date or (B) for all other Payment Dates,] the product of one-twelfth of the Servicing Fee Rate and the Pool Balance as of the related Settlement Date (or, in the case of the first Payment Date, as of the Cutoff Date) and (ii) Late Fees received from Obligors during such Collection Period. In addition, as part of the Servicing Fee, the Servicer shall be entitled to receive on each Payment Date Investment Earnings when and as paid on amounts on deposit in the Collection Account or earned on collections pending deposit in the Collection Account. The Servicer shall be required to pay from its own account all expenses incurred by it in connection with its activities hereunder (including fees and disbursements of independent accountants and auditors, taxes imposed on the Servicer, and other costs incurred in connection with administering and servicing the Receivables) and the fees and disbursements of the Issuer, the Administrator, the Owner Trustee, the Indenture Trustee, the Owner Trustee’s and the Indenture Trustee’s respective counsel, the Securities Intermediaries, the Paying Agent, the Authenticating Agent, the Note Registrar and the Certificate Registrar except for United States federal, state and local income and franchise taxes, if any, imposed on the Issuer or any Holder or any expenses in connection with realizing upon Receivables under Section 4.3.

SECTION 4.8 Servicer’s Certificate. On or before each Determination Date, the Servicer shall deliver to the Indenture Trustee, the Owner Trustee, the Paying Agent and the Rating Agencies a Servicer’s Certificate, substantially in the form of Exhibit A, for the Collection Period preceding such Determination Date, containing all information necessary to make the distributions pursuant to Section 5.5, and all information necessary for the Paying Agent to send statements to Holders pursuant to Section 5.9. The Servicer shall deliver to the Rating Agencies any information, to the extent it is available to the Servicer, that the Rating Agencies reasonably request in order to monitor the Issuer. The Servicer shall also specify each Receivable which the Depositor or the Servicer is required to repurchase or purchase, as the case may be, as of the last day of the preceding Collection Period and each Receivable which the Servicer shall have determined to be a Defaulted Receivable during the preceding Collection Period. Subsequent to the Closing Date, the form of Servicer’s Certificate may be revised or modified to cure any ambiguities or inconsistencies between such form and this Agreement; provided, however, that no material information shall be deleted from the form of Servicer’s Certificate. In the event that the form of Servicer’s Certificate is revised or modified in accordance with the preceding sentence, a form thereof, as so revised or modified, shall be provided to the Owner Trustee, the Paying Agent, the Indenture Trustee and each Rating Agency.

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SECTION 4.9 Annual Statement as to Compliance.

(a) Within the earlier of ninety (90) days after the end of each fiscal year of the Servicer or such date as required by Regulation AB, (i) the Servicer shall deliver to the Indenture Trustee, the Owner Trustee and each Rating Agency the statement of compliance from the Servicer described in Item 1123 of Regulation AB with respect to such fiscal year, which statement shall be in the form of an Officer’s Certificate of the Servicer, stating that (A) a review of the activities of the Servicer during such fiscal year (or the period since the Cutoff Date in the case of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such fiscal year (or the period since the Cutoff Date in the case of the first such certificate), or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof, and (ii) the Servicer shall cause each subservicer performing obligations of the Servicer under this Agreement that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB to deliver to the Indenture Trustee, the Owner Trustee and each Rating Agency a statement of compliance from such subservicer described in Item 1123 of Regulation AB with respect to such fiscal year, which statement shall be in the form of 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 such subservicer, stating that (A) a review of the activities of such subservicer during the such fiscal year (or the period since the Cutoff Date in the case of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such subservicer has fulfilled all its obligations in all material respects under this Agreement throughout such fiscal year (or the period since the Cutoff Date in the case of the first such certificate), or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof.

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

SECTION 4.10 Reports on Assessment of Compliance With Servicing Criteria.

(a) Within the earlier of ninety (90) days after the end of each fiscal year of the Servicer or such date as required by Regulation AB, (i) the Servicer shall deliver to the Indenture Trustee, the Owner Trustee and each Rating Agency a report of compliance with the servicing criteria described in Item 1122 of Regulation AB with respect to such fiscal year, which report will be in the form of an Officer’s Certificate of the Servicer to the effect that (A) the Servicer is responsible for assessing compliance with the servicing obligations under this Agreement, (B) the Servicer has used the criteria in paragraph (d) of Item 1122 of Regulation

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AB to assess compliance with the servicing obligations under this Agreement and has set forth therein such criteria that are not applicable to the servicing obligations under this Agreement, (C) the Servicer has assessed compliance with the applicable servicing criteria in paragraph (d) of Item 1122 of Regulation AB as of and for the period ending the end of such fiscal year and has disclosed any material instance of noncompliance identified by the Servicer and (D) a registered public accounting firm has issued an attestation report on the Servicer’s assessment of compliance with the applicable servicing criteria in paragraph (d) of Item 1122 of Regulation AB as of and for the period ending the end of such fiscal year, and (ii) the Servicer shall cause each subservicer “participating in the servicing function” within the meaning of Rule 15d-18 of the Exchange Act to deliver to the Indenture Trustee, the Owner Trustee and each Rating Agency a report of compliance with the servicing criteria described in paragraph (d) of Item 1122 of Regulation AB with respect to such fiscal year, which report will be in the form of 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 such subservicer to the effect that (A) such subservicer is responsible for assessing compliance with the servicing obligations that it performs on behalf of the Servicer under this Agreement, (B) such subservicer has used the criteria in paragraph (d) of Item 1122 of Regulation AB to assess compliance with such servicing obligations, (C) such subservicer has assessed compliance with the applicable servicing criteria in paragraph (d) of Item 1122 of Regulation AB as of and for the period ending the end of such fiscal year and has disclosed any material instance of noncompliance identified by such subservicer and (D) a registered public accounting firm has issued an attestation report on such subservicer’s assessment of compliance with the applicable servicing criteria in paragraph (d) of Item 1122 of Regulation AB as of and for the period ending the end of such fiscal year.

(b) Within the earlier of ninety (90) days after the end of each fiscal year of the Servicer or such date as required by Regulation AB, the Servicer shall (i) cause a registered public accounting firm (who may also render other services to the Servicer or the Depositor) to furnish to the Indenture Trustee, the Owner Trustee and each Rating Agency an attestation report on each assessment of compliance with the servicing criteria delivered pursuant to Section 4.10(a) with respect to the Servicer or any subservicer that is an Affiliate of the Servicer during such fiscal year, and (ii) cause each subservicer that is not an Affiliate of the Servicer that delivered an assessment of compliance with the servicing criteria pursuant to Section 4.10(a) to deliver to the Indenture Trustee, the Owner Trustee and each Rating Agency an attestation report on such assessment of compliance from a registered public accounting firm (who may also render other services to such subservicer). Each such attestation report shall be made in accordance with standards of attestation engagements issued or adopted by the Public Company Accounting Oversight Board.

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 do 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.

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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 (i) any Servicer’s Certificate described in Section 4.8, (ii) the annual statement of compliance described in Section 4.9(a), (iii) any report on assessment of compliance with the servicing criteria described in Section 4.10(a) and (iv) any attestation report on an assessment of compliance with the servicing criteria described in Section 4.10(b). The Indenture Trustee or the Owner Trustee, as applicable, may require the Holder to pay a reasonable sum to cover the cost of the Indenture Trustee’s or the Owner Trustee’s complying with such request, as applicable.

(b) The Indenture Trustee or the Owner Trustee, as applicable, shall forward to the Rating Agencies the statement to Holders described in Section 5.9 and any other reports it may receive pursuant to this Agreement to (i) Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com or, in the case of reports not available in electronic format, Standard & Poor’s Ratings Service, 55 Water Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance Group, (ii) Moody’s, ABS Monitoring Dept., 99 Church Street, 4th Floor, New York, New York 10007 and (iii) Fitch, One State Street Plaza, 32nd Floor, New York, New York 10004.

ARTICLE V

ACCOUNTS; DISTRIBUTIONS;

STATEMENTS TO CERTIFICATEHOLDERS

SECTION 5.1 Establishment of Collection Account and Note Distribution Account.

(a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date;

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provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. For administrative purposes only, the Issuer shall establish and maintain an administrative subaccount within the Collection Account designated as the “Principal Distribution Subaccount”.

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

(c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

SECTION 5.2 Collections.

(a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. JPMorgan Chase has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall be JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Depositor or the Servicer.

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(b) Notwithstanding anything in this Agreement to the contrary, if the Servicer deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment Date following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

SECTION 5.3 [Reserved].

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

SECTION 5.5 Distributions.

(a) No later than 12 noon, New York City time, on each Determination Date, the Servicer shall calculate all amounts required to determine the amounts to be withdrawn from [the Yield Supplement Account and the amounts to be withdrawn from] the Reserve Account (if any) and deposited into the Collection Account and the amounts to be withdrawn from the Collection Account and paid to the Servicer and the Administrator, allocated to the Principal Distribution Subaccount, deposited into the Note Distribution Account and the Certificate Distribution Account and/or paid to the Class R Certificateholder pursuant to [Section 5.6(d) and] Section 5.7(d) with respect to the next succeeding Payment Date.

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

(c) Not later than 11:00 a.m., New York City time, on each Payment Date, at the Servicer’s direction, the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, shall cause to be made the following distributions, to the extent of the 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 Payment Date:

(i) to the Servicer, the sum of (x) the Servicing Fee for the preceding Collection Period, plus (y) the amount of any Servicing Fee previously due but not paid, if any, to the extent such amounts are not deducted from the Servicer’s remittance to the Collection Account pursuant to Section 5.8;

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

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

(iv) except as set forth in Section 5.5(d), allocate to the Principal Distribution Subaccount, the First Priority Principal Distribution Amount for such Payment Date;

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

(vi) except as set forth in Section 5.5(d), allocate to the Principal Distribution Subaccount, the Second Priority Principal Distribution Amount for such Payment Date;

(vii) except as set forth in Section 5.5(d), to the Reserve Account, the excess, if any, of the Specified Reserve Account Balance for such Payment Date over the Available Reserve Account Amount for such Payment Date;

(viii) except as set forth in Section 5.5(d), allocate to the Principal Distribution Subaccount, the Regular Principal Distribution Amount for such Payment Date; and

(ix) except as provided in Section 5.5(d), to the Class R Certificateholder any remaining portion of the Available Amount.

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

(d) If the Notes have been declared immediately due and payable as provided in Section 5.2 of the Indenture following the occurrence of an Event of Default described in clause (a) or (b) of Section 5.1 of the Indenture, any amounts remaining in the Collection Account after the distributions described in clauses (i), (ii) and (iii) of Section 5.5(c) shall be distributed in the following order of priority: (1) an amount equal to the Outstanding Amount of the Notes will be deposited in the Note Distribution Account, (2) an amount equal to the Certificateholders’ Interest Distributable Amount will be deposited in the Certificate Distribution Account, (3) an amount equal to the Certificate Balance will be deposited in the Certificate Distribution Account and (4) any remaining amounts will be paid to the Class R Certificateholder.

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(e) So long as the Notes have not been declared immediately due and payable as provided in Section 5.2 of the Indenture following the occurrence of an Event of Default described in clause (a) or (b) of Section 5.1 of the Indenture, on each Payment Date, at the Servicer’s direction, the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, shall cause to be made the following distributions from the Principal Distribution Subaccount by wire transfer of immediately available funds, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date:

(i) to the Note Distribution Account, the Noteholders’ Principal Distribution Amount for such Payment Date; and

(ii) to the Certificate Distribution Account, the Certificateholders’ Principal Distribution Amount for such Payment Date.

SECTION 5.6 [Yield Supplement Account. (a) On or prior to the Closing Date, the Issuer, the Yield Supplement Account Securities Intermediary and the Indenture Trustee shall have entered into the Yield Supplement Account Control Agreement pursuant to which the Yield Supplement Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Owner Trustee shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits will be made to the Yield Supplement Account after the Closing Date.

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

(c) All amounts held in the Yield Supplement Account shall be invested in accordance with the Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that amounts on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next succeeding Deposit Date, but in no event that mature later than 90 days after the date of investment, if the Rating Agency Condition is satisfied. Once amounts on deposit in the Yield Supplement Account are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above.

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(d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and pay to the Class R Certificateholder an amount equal to the excess, if any, of the amount on deposit in the Yield Supplement Account on such Payment Date (after giving effect to the withdrawal of the Yield Supplement Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect to such Payment Date.]

SECTION 5.7 Reserve Account.

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

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

(c) All amounts held in the Reserve Account shall be invested in accordance with the Reserve Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Reserve Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that amounts on deposit in the Reserve Account may be invested in Permitted Investments that mature later than the next succeeding Deposit Date, but in no event that mature later than 90 days after the date of investment, if the Rating Agency Condition is satisfied. Once amounts on deposit in the Reserve Account are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above.

(d) On each Payment Date, the Indenture Trustee shall withdraw from the Reserve Account and pay to the Class R Certificateholder the sum of (i) all investment earnings (net of losses and investment expenses) credited to the Reserve Account since the prior Payment Date and (ii) the excess, if any, of the amount on deposit in the Reserve Account over the Specified Reserve Account Balance for such Payment Date (after giving effect to all deposits therein or withdrawals therefrom on such Payment Date). Upon any distribution to the Class R Certificateholder of amounts from the Reserve Account, the Holders will have no rights in, or claims, to, such amounts. Amounts properly distributed to the Class R Certificateholder from the

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Reserve Account shall not be available under any circumstances to the Indenture Trustee, and the Class R Certificateholder shall not in any event thereafter be required to refund any such distributed amounts.

SECTION 5.8 Net Deposits. JPMorgan Chase (in its capacity as the Depositor or the Servicer) may make the remittances pursuant to Sections 5.2 and 5.4 above, net of amounts to be retained by it or distributed to it (also in any such capacity) pursuant to Section 4.7 (if applicable) and Section 5.5, if (a) it shall be the Servicer and (b) it is entitled, pursuant to Section 5.2, to make deposits on a monthly basis, rather than a daily basis. Nonetheless, the Servicer shall account for all of the above-described amounts as if such amounts were deposited and distributed separately.

SECTION 5.9 Statements to Certificateholders and Noteholders. On each Payment Date, the Servicer shall provide to the Indenture Trustee and the Paying Agent (for the Paying Agent to forward to each Noteholder of record pursuant to the Indenture) and to the Owner Trustee (for the Owner Trustee to forward to each Certificateholder of record pursuant to the Trust Agreement) a statement substantially in the form of Exhibit B (or such other form that is acceptable to the Indenture Trustee, the Owner Trustee and the Servicer containing substantially similar information), with a copy to the Rating Agencies.

ARTICLE VI

THE DEPOSITOR

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

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

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

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

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

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

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

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

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

Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Depositor, without interest.

SECTION 6.3 Merger or Consolidation of Depositor. Any corporation or other entity (i) into which the Depositor may be merged or consolidated, (ii) which may result from any merger, conversion, or consolidation to which the Depositor shall be a party, or (iii) which may succeed to all or substantially all of the business of the Depositor, which corporation or other entity shall be bound to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement. The Depositor 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 Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder or under any other Basic Documents. The Depositor shall not 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 Depositor May Own Notes and Certificates. The Depositor 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 Depositor 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 Depositor 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.

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ARTICLE VII

THE SERVICER

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

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

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

(iii) Binding Obligations. This Agreement and the other Basic Documents to which it is a party constitute legal, valid, and binding obligations of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

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

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

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

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

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

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

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

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Indemnification under this Section 7.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 7.2 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest. The indemnification obligations of the Servicer set forth in this Section 7.2 shall survive the termination of such Servicer with respect to any act or failure to act which occurs prior to such Servicer’s termination. The provisions of Section 6.7 of the Indenture, Section 17 of the Collection Account Control Agreement and Sections 8.1 and 8.2 of the Trust Agreement with respect to the Servicer’s obligations are incorporated by reference herein.

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

SECTION 7.4 Limitation on Liability of Servicer and Others.

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

(b) The Servicer, and any director, or officer, employee or agent of the Servicer, shall be indemnified by the Issuer and held harmless against any loss, liability, or expense (including reasonable attorneys’ fees and expenses) incurred in connection with any legal action relating to the performance of the Servicer’s duties under this Agreement, other than (i) any loss or liability otherwise reimbursable to the Servicer by a Person other than the Issuer pursuant to this Agreement or the Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer’s willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement or the Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from amounts distributable to the Class R Certificateholder from the Reserve Account pursuant to Section 5.7(d).

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(c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Holders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Issuer, and the Servicer shall be entitled to be reimbursed therefor. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from amounts distributable to the Class R Certificateholder from the Reserve Account pursuant to Section 5.7(d) [and from amounts distributable to the Class R Certificateholder from the Yield Supplement Account pursuant to Section 5.6(d)].

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

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

SECTION 7.6 Delegation of Duties. So long as JPMorgan Chase acts as Servicer, the Servicer shall have the right, in the ordinary course of its business, to delegate any of its duties under this Agreement to any Person. The Servicer shall pay any compensation payable to such Person from its own funds and none of the Issuer, the Owner Trustee, the Indenture Trustee or the Holders shall have any liability to such Person with respect thereto. Notwithstanding any delegation of duties by the Servicer pursuant to this Section 7.6, the Servicer shall not be relieved of its liability and responsibility with respect to such duties, and any such delegation shall not constitute a resignation within the meaning of Section 7.5. Any agreement that may be entered into by the Servicer and a Person that provides for any delegation of the Servicer’s duties hereunder to such Person shall be deemed to be between the Servicer and such Person alone, and the Issuer, the Owner Trustee, the Indenture Trustee and Holders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect thereto.

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ARTICLE VIII

EVENTS OF SERVICING TERMINATION

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

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

(ii) Failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the Indenture, which failure shall (a) materially and adversely affect the rights of the Issuer or the Holders, and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee or the Owner Trustee, or (2) to the Indenture Trustee or the Owner Trustee, as applicable, and the Servicer by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full, by Holders of the Certificates evidencing not less than 25% of the Certificate Balance);

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

(iv) The consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.

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

SECTION 8.2 Indenture Trustee to Act; Appointment of Successor Servicer. Upon the Servicer’s receipt of notice of termination pursuant to Section 8.1 or resignation pursuant to Section 7.5, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement, and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established financial institution (x) having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and (y) whose regular business shall include the servicing of automobile receivables, as

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successor Servicer under this Agreement; provided, that the appointment of any such successor Servicer is required to satisfy the Rating Agency Condition. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Unless the Indenture Trustee shall be prohibited by law from so acting, the Indenture Trustee shall not be relieved of its duties as successor Servicer under this Section 8.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

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

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

ARTICLE IX

TERMINATION

SECTION 9.1 Optional Purchase of All Receivables; Trust Termination.

(a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period immediately preceding the date on which such purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5.

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

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

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

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

(iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date).

Any Sale Proceeds remaining after the deposits described above shall be paid to the Class R Certificateholder.

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

(d) 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 Yield Supplement Account,] the Reserve Account or the Collection Account shall be paid to the Class R Certificateholder, and any other assets remaining in the Owner Trust Estate shall be distributed to the Class R Certificateholder.

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ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1 Amendment. This Agreement may be amended by the Depositor, the Servicer and the Owner Trustee, on behalf of the Issuer, with the prior consent of the Indenture Trustee and prior notice to the Rating Agencies but without prior notice to or the consent of any of the Holders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement which may be inconsistent with any other provisions herein, to evidence a succession to the Servicer or the Depositor pursuant to this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Officer’s Certificate and/or an Opinion of Counsel reasonably acceptable and delivered to the Owner Trustee and the Indenture Trustee, adversely and materially affect the interests of the Issuer or any of the Holders; provided, further, that the Servicer shall deliver written notice of such changes to each Rating Agency prior to the execution of any such amendment, or (ii) to effect a transfer or assignment in compliance with Section 10.6 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 Depositor, the Servicer and the Owner Trustee, on behalf of the Issuer, with the consent of the Indenture Trustee, the Holders of Certificates evidencing at least a majority of the Certificate Balance of the Certificates and the consent of the Holders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders (including effecting a transfer or assignment in compliance with Section 10.6 of this Agreement); provided, however, that no such amendment, except with the consent of the Holders of all Certificates or Notes then outstanding affected thereby, shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments of Receivables, or distributions that shall be required to be made on any Certificate or Note, or (b) reduce the aforesaid percentage of the Certificate Balance of the Certificates or the Outstanding Amount of the Notes required to consent to any such amendment.

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

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

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

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

SECTION 10.2 Protection of Title to Owner Trust Estate.

(a) The Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Depositor hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof.

(b) Neither the Depositor nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Depositor in accordance with paragraph (a) above seriously misleading within the meaning of § 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice thereof.

(c) The Depositor and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, 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 or at which the Receivable Files are located within the United States of America.

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

54

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

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

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

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

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

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

(ii) on or before                               of each year, commencing with                              , 20    , 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.

55

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.

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

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

SECTION 10.3 GOVERNING LAW.

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

SECTION 10.4 Notices. All demands, notices, and communications under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Depositor, c/o Chase Auto Finance Corp., 900 Stewart Avenue, Garden City, New York 11530 Attention: Financial Controller, or at such other address as shall be designated by the Depositor in a written notice to the Indenture Trustee, (b) in the case of the Servicer, c/o Chase Auto Finance Corp., 900 Stewart Avenue, Garden City, New York 11530, Attention: Financial Controller, or at such other address as shall be designated by the Servicer in a written notice to the Indenture Trustee, (c) in the case of the Indenture Trustee, at [            ] and (d) in the case of the Issuer and the Owner Trustee, at [            ]. Any notice required or permitted to be mailed to a Holder shall be given by first class mail, postage prepaid, at the address of record of such Holder. Any notice to a Holder so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Holder shall receive such notice.

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

SECTION 10.6 Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.3, 7.3, 7.5 and 8.2, neither the Depositor 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.

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

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

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

SECTION 10.10 Limitation of Liability of Owner Trustee and Indenture Trustee.

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

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by [            ] not in its individual capacity but solely as Indenture Trustee, and in no event shall [            ] 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.

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

SECTION 10.12 Information Relating to Compliance with Regulation AB. In order to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Securities and Exchange Commission, the Indenture Trustee agrees to provide to the Depositor any and all statements, reports, certifications and other information necessary to permit the Depositor to comply with the provisions of Regulation AB, including, without limitation, disclosures relating to (i) any material legal or governmental proceedings pending (or known to be contemplated) against the Indenture Trustee, (ii) affiliations between the Indenture Trustee and JPMorgan Chase, the Owner Trustee, any enhancement or support provider or any other material transaction party that would be required to be disclosed in accordance with Item 1119 of Regulation AB and (iii) any instances described in paragraph (a) or (b) of Item 1.03 of Form 8-K relating to the Indenture Trustee.

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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.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Depositor and Servicer
By:
CHASE AUTO OWNER TRUST 20    -    , as Issuer
By:	,
	not in its individual capacity but solely
	as Owner Trustee on behalf of the Issuer
By:
Name:
Title:

Acknowledged and Accepted:

                        ,

not in its individual capacity,but solely in its capacityas Indenture Trustee

By:

Name:

Title:

59

SCHEDULE A

LIST OF RECEIVABLES

SCHEDULE B

Location of Receivable Files

[SCHEDULE C

YIELD SUPPLEMENT OVERCOLLATERALIZATION AMOUNTS

The Yield Supplement Overcollateralization Amount has been calculated for each Payment Date as the sum of the amount for each Receivable equal to the excess, if any, of (x) the scheduled payments due on such Receivable for each future Collection Period discounted to present value as of the end of the preceding Collection Period at the Contract Rate of such Receivable over (y) the scheduled payments due on such Receivable for each future Collection Period discounted to present value as of the end of the preceding Collection Period at a discount rate equal to the greater of the Contract Rate of such Receivable and         %. For purposes of such calculation, future scheduled payments on the Receivables were assumed to be made on their scheduled due dates without any delays, defaults or prepayments.]

EXHIBIT A

FORM OF SERVICER’S CERTIFICATE

EXHIBIT B

FORM OF CERTIFICATEHOLDER AND NOTEHOLDER REPORT

EXHIBIT C

COLLECTION ACCOUNT CONTROL AGREEMENT

EXHIBIT D

RESERVE ACCOUNT CONTROL AGREEMENT

[EXHIBIT E

YIELD SUPPLEMENT ACCOUNT CONTROL AGREEMENT]

EX-4.2

Exhibit 4.2

CHASE AUTO OWNER TRUST 20    -    

Class [A-1]         % Asset Backed Notes

Class [A-2]         % Asset Backed Notes

Class [A-3]         % Asset Backed Notes

Class [A-4]         % Asset Backed Notes

INDENTURE

Dated as of                              , 20    

[insert name of indenture trustee]

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	2
SECTION 1.4	Calculations of Interest	3
ARTICLE II THE NOTES
SECTION 2.1	Form	3
SECTION 2.2	Execution, Authentication and Delivery	3
SECTION 2.3	Temporary Notes	4
SECTION 2.4	Registration of Transfer and Exchange	4
SECTION 2.5	Mutilated, Destroyed, Lost or Stolen Notes	6
SECTION 2.6	Persons Deemed Owner	7
SECTION 2.7	Payment of Principal and Interest; Defaulted Interest.	7
SECTION 2.8	Cancellation	8
SECTION 2.9	Release of Collateral	8
SECTION 2.10	Book-Entry Notes	8
SECTION 2.11	Notices to Clearing Agency	9
SECTION 2.12	Definitive Notes	10
SECTION 2.13	Authenticating Agent.	10
SECTION 2.14	Appointment of Paying Agent.	12
ARTICLE III COVENANTS
SECTION 3.1	Payment of Principal and Interest	13
SECTION 3.2	Maintenance of Office or Agency	13
SECTION 3.3	Money for Payments To Be Held in Trust	13
SECTION 3.4	Existence	14
SECTION 3.5	Protection of Trust Estate	14
SECTION 3.6	Opinions as to Trust Estate.	15
SECTION 3.7	Performance of Obligations; Servicing of Receivables.	15
SECTION 3.8	Negative Covenants	17
SECTION 3.9	Annual Statement as to Compliance	17
SECTION 3.10	The Issuer May Consolidate, Etc. Only on Certain Terms.	17

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		Page
SECTION 3.11	Successor or Transferee.	19
SECTION 3.12	No Other Business	19
SECTION 3.13	No Borrowing	20
SECTION 3.14	Servicer’s Obligations	20
SECTION 3.15	Guarantees, Loans, Advances and Other Liabilities	20
SECTION 3.16	Capital Expenditures	20
SECTION 3.17	Restricted Payments	20
SECTION 3.18	Notice of Events of Default	20
SECTION 3.19	Further Instruments and Acts	20
ARTICLE IV SATISFACTION AND DISCHARGE
SECTION 4.1	Satisfaction and Discharge of Indenture	21
SECTION 4.2	Application of Trust Money	22
SECTION 4.3	Repayment of Moneys Held by Paying Agent	22
SECTION 4.4	Duration of the Position of the Indenture Trustee for the Benefit of Certificateholders	22
ARTICLE V REMEDIES
SECTION 5.1	Events of Default	23
SECTION 5.2	Acceleration of Maturity; Rescission and Annulment	23
SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee.	24
SECTION 5.4	Remedies; Priorities.	26
SECTION 5.5	Optional Preservation of the Receivables	27
SECTION 5.6	Limitation of Suits	27
SECTION 5.7	Unconditional Rights of Noteholders To Receive Principal and Interest	28
SECTION 5.8	Restoration of Rights and Remedies	28
SECTION 5.9	Rights and Remedies Cumulative	28
SECTION 5.10	Delay or Omission Not a Waiver	28
SECTION 5.11	Control by Noteholders	28
SECTION 5.12	Waiver of Past Defaults	29
SECTION 5.13	Undertaking for Costs	29
SECTION 5.14	Waiver of Stay or Extension Laws	30
SECTION 5.15	Action on Notes	30
SECTION 5.16	Performance and Enforcement of Certain Obligations.	30

iii

		Page
ARTICLE VI THE INDENTURE TRUSTEE
SECTION 6.1	Duties of the Indenture Trustee.	31
SECTION 6.2	Rights of the Indenture Trustee.	32
SECTION 6.3	Individual Rights of the Indenture Trustee	33
SECTION 6.4	The Indenture Trustee’s Disclaimer	33
SECTION 6.5	Notice of Defaults	34
SECTION 6.6	Reports by the Indenture Trustee to Holders	34
SECTION 6.7	Compensation and Indemnity	34
SECTION 6.8	Replacement of the Indenture Trustee.	34
SECTION 6.9	Successor Indenture Trustee by Merger	35
SECTION 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee.	36
SECTION 6.11	Eligibility; Disqualification	37
SECTION 6.12	Preferential Collection of Claims Against the Issuer	37
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
SECTION 7.1	The Issuer To Furnish the Indenture Trustee Names and Addresses of the Noteholders	38
SECTION 7.2	Preservation of Information; Communications to the Noteholders.	38
SECTION 7.3	Reports by the Issuer.	38
SECTION 7.4	Reports by the Indenture Trustee	39
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
SECTION 8.1	Collection of Money	39
SECTION 8.2	Trust Accounts.	39
SECTION 8.3	General Provisions Regarding Trust Accounts.	41
SECTION 8.4	Release of Trust Estate.	41
SECTION 8.5	Opinion of Counsel	42

iv

		Page
ARTICLE IX SUPPLEMENTAL INDENTURES
SECTION 9.1	Supplemental Indentures Without Consent of Noteholders.	42
SECTION 9.2	Supplemental Indentures with Consent of the Noteholders	43
SECTION 9.3	Effect of Supplemental Indenture	45
SECTION 9.4	Conformity with Trust Indenture Act	45
SECTION 9.5	Reference in Notes to Supplemental Indentures	45
SECTION 9.6	Execution of Supplemental Indentures	45
ARTICLE X PREPAYMENT OF NOTES
SECTION 10.1	Prepayment	46
SECTION 10.2	Form of Notice of Prepayment	46
SECTION 10.3	Notes Payable	46
ARTICLE XI MISCELLANEOUS
SECTION 11.1	Compliance Certificates and Opinions, etc.	47
SECTION 11.2	Form of Documents Delivered to the Indenture Trustee	48
SECTION 11.3	Actions of Noteholders.	49
SECTION 11.4	Notices, etc., to the Indenture Trustee, the Issuer, and Rating Agencies	50
SECTION 11.5	Notices to Noteholders; Waiver	50
SECTION 11.6	Alternate Payment and Notice Provisions	51
SECTION 11.7	Conflict with Trust Indenture Act	51
SECTION 11.8	Effect of Headings and Table of Contents	51
SECTION 11.9	Successors and Assigns	51
SECTION 11.10	Separability	51
SECTION 11.11	Benefits of Indenture	52
SECTION 11.12	Legal Holidays	52
SECTION 11.13	GOVERNING LAW	52
SECTION 11.14	Counterparts	52
SECTION 11.15	Recording of Indenture	52
SECTION 11.16	Trust Obligation	52
SECTION 11.17	No Petition	52
SECTION 11.18	Inspection	53

v

			Page
Exhibit A	-	Schedule of Receivables
Exhibit B	-	Form of Class [A-1] Note
Exhibit C	-	Form of Class [A-2] Note
Exhibit D	-	Form of Class [A-3] Note
Exhibit E	-	Form of Class [A-4] Note
Exhibit F	-	Form of Issuer Letter of Representations
[Exhibit G	-	Transferee Letter]

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CROSS REFERENCE TABLE¹

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)	7.4
314 (a)	3.9, 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.

¹ Note:This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

² N.A. means Not Applicable.

i

TIA Section	Indenture Section
(b)	5.7
(c)	N.A.
317 (a)(1)	5.3
(a)(2)	5.3
(b)	3.3
318 (a)	11.7

ii

INDENTURE dated as of                          , 20    , between CHASE AUTO OWNER TRUST 20    -    , a Delaware statutory trust (the “Issuer”), and [                    ], 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”) and Class [A-4]         % Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes, the “Notes”):

GRANTING CLAUSE

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

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

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                         , 20    , between the Issuer and JPMorgan Chase Bank, National Association, as Depositor and Servicer (the “Sale and Servicing Agreement”).

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

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

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

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

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

ARTICLE II

THE NOTES

SECTION 2.1 Form. The Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes, in each case together with the Indenture Trustee’s or Authenticating Agent’s certificate of authentication, shall be in substantially the forms set forth in Exhibits B, C, D and E, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $[100,000] and in integral multiples of $[1,000] in excess thereof.

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

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

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

The Indenture Trustee shall, upon written order of the Depositor, authenticate and deliver Class [A-1] Notes for original issue in an aggregate principal amount of $            , Class

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[A-2] Notes for original issue in an aggregate principal amount of $            , Class [A-3] Notes for original issue in the aggregate principal amount of $            and Class [A-4] Notes for original issue in the aggregate principal amount of $            . The respective aggregate principal amount of Class [A-1] Notes, Class [A-2] Notes, Class [A-3] Notes and Class [A-4] Notes outstanding at any time may not exceed such amounts, except as provided in Section 2.5.

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

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

SECTION 2.4 Registration of Transfer and Exchange.

(a) The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of the Notes and the registration of transfers of the Notes. JPMorgan Chase shall initially be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. In the event that, subsequent to the date of issuance of the Notes, JPMorgan Chase notifies the Indenture Trustee that it is unable to act as Note Registrar, the Indenture Trustee shall act, or the Indenture Trustee shall, with the consent of the Issuer, appoint another bank or trust company, having an office or agency located in the City of New York and which agrees to act in accordance with the provisions of this Indenture applicable to it, to act, as successor Note Registrar under this Indenture.

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

If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of

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such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

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

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 4 New York Plaza, New York, New York 10004 as its office for such purposes. The Note Registrar shall give prompt written notice to the Indenture Trustee, the Depositor, the Servicer and to the Noteholders of any change in the location of such office or agency.

Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a) of the Relevant UCC are met [and, in the case of a Class [A-1] Note, the requirements of Section 2.4(b) are met], the Issuer shall execute, the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount.

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

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

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

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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.

(b) [A Class [A-1] Noteholder may only offer, sell or otherwise transfer, in whole or in part, a Class [A-1] Note pursuant to an available exemption from the registration requirements of the Securities Act and all applicable laws of any state of the United States or any other jurisdiction. A Class [A-1] Noteholder may only sell or otherwise transfer, in whole or in part, a Class [A-1] Note to (i) a Person who shall have delivered to the Note Registrar and the Issuer a Transferee Letter substantially in the form of Exhibit G or (ii) the Depositor or an Affiliate of the Depositor. In addition, the Issuer and the Note Registrar shall have the right prior to any such sale or transfer to require the delivery to it of such certifications, legal opinions and other information as the Issuer or the Note Registrar, as the case may be, may reasonably require to confirm that the proposed sale or other transfer complies with the requirements of this Section 2.4(b).]

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

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

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(b) The principal of each Note shall be payable in installments no later than 12 noon, New York City time, on each Payment Date as provided in the forms of the Class [A-1] Note, the Class [A-2] Note, the Class [A-3] Note and the Class [A-4] Note, set forth in Exhibits B, C, D and E, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Notes representing a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be (i) transmitted by facsimile on such Record Date if such Note is a Book-Entry Note or (ii) mailed as provided in Section 10.2 not later than three Business Days after such Record Date if such Note is a Definitive Note 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 or exchange shall, if surrendered to any Person other than the Note Registrar, be delivered to the Note Registrar and shall be promptly cancelled by the Note Registrar. The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Note Registrar. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Note Registrar in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct that they be destroyed or returned to it; provided that such direction is timely and the Notes have not been previously disposed of by the Note Registrar.

SECTION 2.9 Release of Collateral. Subject to Section 11.1, the Indenture Trustee shall release property from the lien of this Indenture only upon request of the Issuer accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with the TIA §§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] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] 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;

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(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] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes] and the giving of instructions or directions hereunder) as the sole Holder of the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes], and shall have no obligation to the Note Owners;

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

(d) the rights of the Note Owners shall be exercised only through the Clearing Agency (or to the extent the Note Owners are not Clearing Agency Participants, through the Clearing Agency Participants through which such Note Owners own Book-Entry Notes) and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in this Indenture to actions by the [Noteholders] [Class [A-2] Noteholders, the Class [A-3] Noteholders and the Class [A-4] 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] [Class [A-2] Noteholders, the Class [A-3] Noteholders and the Class [A-4] Noteholders] shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes], as the case may be, for distribution to the Note Owners in accordance with the procedures of the Clearing Agency. Pursuant to the Issuer Letter of Representations, 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] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] 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 of the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes] 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, the beneficial interest in the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes] and has delivered such instructions to the Indenture Trustee.

SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication is required under this Indenture to the [Noteholders] [Class [A-2] Noteholders, the Class [A-3] Noteholders or the Class [A-4] Noteholders], 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 [Noteholders] [Class [A-2] Noteholders, the Class [A-3] Noteholders or the Class [A-4] Noteholders] to the Clearing Agency, and shall have no obligation to the Note Owners.

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SECTION 2.12 Definitive Notes. If (a) the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes], and the Servicer is unable to locate a qualified successor, (b) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (c) after the occurrence of an Event of Default or an Event of Servicing Termination, the Note Owners representing beneficial interests aggregating not less than a majority of the Outstanding Amount of the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] 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 representing the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes] to the Note Owners requesting the same. Upon surrender to the Note Registrar of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by re-registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver the Definitive Notes representing the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] 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 representing the [Notes] [Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes], the Indenture Trustee shall recognize such Holders as the [Noteholders] [Class [A-2] Noteholders, the Class [A-3] Noteholders and the Class [A-4] Noteholders, respectively].

SECTION 2.13 Authenticating Agent.

(a) The Indenture Trustee may appoint one or more authenticating agents (each, an “Authenticating Agent”) with respect to the Notes which shall be authorized to act on behalf of the Indenture Trustee in authenticating the Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Notes. The Indenture Trustee hereby appoints JPMorgan Chase as Authenticating Agent for the authentication of the Notes upon any registration of transfer or exchange of such Notes. Whenever reference is made in this Indenture to the authentication of the Notes by the Indenture Trustee or the Indenture Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent, other than JPMorgan Chase, shall be acceptable to the Issuer.

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

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

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

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

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

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

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SECTION 2.14 Appointment of Paying Agent.

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

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

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

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

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

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

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

(b) JPMorgan Chase in its capacity as initial Paying Agent hereunder agrees that it (i) will hold all sums held by it hereunder for payment to the Noteholders in trust for the

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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 the Noteholders or Note Owners.

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

ARTICLE III

COVENANTS

SECTION 3.1 Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to Section 8.2(c), the Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account on a Payment Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class [A-1] Notes, to the Class [A-1] Noteholders, (ii) for the benefit of the Class [A-2] Notes, to the Class [A-2] Noteholders, (iii) for the benefit of the Class [A-3] Notes, to the Class [A-3] Noteholders and (iv) for the benefit of the Class [A-4] Notes, to the Class [A-4] Noteholders. 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 Indenture Trustee as its agent to receive all such surrenders, notices and demands.

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

On or before each Payment Date, at the direction of the Servicer in accordance with Section 5.5 of the Sale and Servicing Agreement, the Indenture Trustee or the Paying Agent

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shall deposit in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee or deposit was made by the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.

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

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

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 statutory 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;

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

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

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

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

SECTION 3.6 Opinions as to Trust Estate.

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

(b) On or before                           of each calendar year, commencing with                         , 20    , the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security interest of this Indenture until                           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

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material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, any other Basic Documents or such other instrument or agreement.

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

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

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

(e) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that, unless such action is specifically permitted hereunder or under the other Basic Documents, it will not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority of Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, or waive timely performance or observance by the Servicer or the Depositor 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, in each case, 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.

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

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

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

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

SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee within 90 days after the end of each calendar year 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 calendar 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 calendar 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

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

(ii) immediately after giving effect to such transaction, no Default 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)

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expressly agree by means of such supplemental indenture that such Person (or if a group of persons, then one specified Person) shall prepare (or cause to be prepared) and make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(ii) immediately after giving effect to such transaction, no Default 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 Auto Owner Trust 20    -     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 Auto Owner Trust 20    -     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 and the other Collateral 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.

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

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

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

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

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

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

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

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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 Payment Dates within one year, or

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

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

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(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, 8.2 and 10.12 of the Sale and Servicing Agreement, as appropriate, until such time as all distributions in respect of the Certificate Balance and interest due to the Certificateholders have been paid in full.

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ARTICLE V

REMEDIES

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

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

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

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

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

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

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.

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

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

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

(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

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therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

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

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

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

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

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

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

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as

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trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

SECTION 5.4 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2, the Indenture Trustee may do one or more of the following (subject to Section 5.5):

(i) institute proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes moneys adjudged due;

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

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

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

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

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(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 Yield Supplement Account and] the Reserve Account) held as Collateral for the benefit of the Noteholders in the following order:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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(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 maintain possession of 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 and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or 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 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.

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

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

SECTION 5.16 Performance and Enforcement of Certain Obligations.

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

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ARTICLE VI

THE INDENTURE TRUSTEE

SECTION 6.1 Duties of the Indenture Trustee.

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

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

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

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

(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.

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

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

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

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

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

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

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.

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(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 Depositor, the Servicer and the Rating Agencies.

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

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.

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

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

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

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

SECTION 6.8 Replacement of the Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

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

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

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

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

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

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

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

SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA §310(a). The Indenture Trustee shall have a combined capital and surplus of at least $100,000,000 as of the last day of the most recent fiscal quarter for such institution and shall be subject to examination or supervision by federal or state authorities. The long-term unsecured debt of the Indenture Trustee shall at all times be rated not lower than “BBB-” by Standard & Poor’s and Fitch (if rated by Fitch) and Baa3 by Moody’s or such other ratings as are acceptable to the Rating Agencies. The Indenture Trustee shall comply with TIA §310(b), provided that there shall be excluded from the operation of TIA §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 §310(b)(1) are met.

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

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ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

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

SECTION 7.2 Preservation of Information; Communications to the Noteholders.

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

(b) The Noteholders may communicate pursuant to TIA §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 §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 monthly reports, the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

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

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(iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA §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 be the calendar year.

SECTION 7.4 Reports by the Indenture Trustee.

(a) If required by TIA § 313(a), within 60 days after each                     ,      beginning with                          , 20    , the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 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.

(b) On each Payment Date, the Indenture Trustee shall include with each payment to each Noteholder a copy of the statement for the related Collection Period provided to the Indenture Trustee by the Servicer pursuant to Section 5.9 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 under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2 Trust Accounts.

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

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

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

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

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

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

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

(vi) if the Notes have been declared immediately due and payable as provided in Section 5.2, any amounts remaining in the Note Distribution Account after the applications described in Section 8.2(c)(i) and (c)(ii) shall be applied to the repayment of principal of [the Class [A-1] Notes,] the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes pro rata on the basis of the respective Outstanding Amounts of [the Class [A-1] Notes,] the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes, respectively.

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SECTION 8.3 General Provisions Regarding Trust Accounts.

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

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

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

SECTION 8.4 Release of Trust Estate.

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

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

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

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

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

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

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

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

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

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

SECTION 9.2 Supplemental Indentures with Consent of the Noteholders. The Issuer and the Indenture Trustee, when authorized by the Issuer, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture

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or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

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

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

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

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

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

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

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

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

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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 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.

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ARTICLE X

PREPAYMENT OF NOTES

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

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

All notices of prepayment shall state:

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

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

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

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

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

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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.

(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.

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

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

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

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

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

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

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

SECTION 11.3 Actions of Noteholders.

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

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

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

49

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

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

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

(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 Auto Owner Trust 20    -    , in care of [                    ], Attention: [                    ], or at any other address previously furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Indenture Trustee shall be in writing, personally delivered, electronically delivered or mailed certified mail, return receipt requested to (i) in the case of Moody’s, at the following address: Moody’s Investors Service, 99 Church Street, New York, New York 10007, (ii) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com and in the case of any information not available in electronic format, at the following address: Standard & Poor’s Ratings Services, 55 Water Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance Group and (iii) in the case of Fitch, at the following address: Fitch, Inc., One State Street Plaza, New York, New York 10004; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

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

50

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 right or obligations created hereunder, and shall not under any circumstance constitute a 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 §§ 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.

51

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

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

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

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

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

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

SECTION 11.17 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will

52

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.

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.

53

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

CHASE AUTO OWNER TRUST 20    -
By:	[                                ],
	not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
	[                                ],
	not in its individual capacity but solely as Indenture Trustee
By:
Name:
Title:

54

EXHIBIT A

SCHEDULE OF RECEIVABLES

EXHIBIT B

FORM OF CLASS [A-1] NOTES

REGISTERED	$
No. R-[A-1]

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

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT SUCH NOTE IS BEING ACQUIRED NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH HOLDER OF THIS NOTE AND ANY SUBSEQUENT HOLDER OF THIS NOTE WILL BE REQUIRED TO CERTIFY, AMONG OTHER THINGS, THAT SUCH HOLDER OR SUBSEQUENT HOLDER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT. THE HOLDER OF THIS NOTE WILL, AND EACH SUBSEQUENT HOLDER OF THIS NOTE IS REQUIRED TO, NOTIFY ANY PURCHASER OF SUCH NOTES FROM IT OF THE RESALE RESTRICTION REFERRED TO ABOVE. EACH HOLDER OF THIS NOTE WILL NOT TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT TO (1) THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR OR (2) A PURCHASER WHO CAN MAKE THE ABOVE REPRESENTATIONS AND AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. THE HOLDER ACKNOWLEDGES THAT THE NOTE REGISTRAR AND THE ISSUER RESERVE THE RIGHT PRIOR TO ANY SALE OR OTHER TRANSFER TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE NOTE REGISTRAR OR THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE PROPOSED SALE OR OTHER TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]

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 AUTO OWNER TRUST 20    -    

            % CLASS [A-1] ASSET BACKED NOTES

Chase Auto Owner Trust 20    -    , a statutory 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                         , or its registered assigns, the principal sum of [                    ] ($            ), partially payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is $             and the denominator of which is $             by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class [A-1] Notes pursuant to Section 3.1 of the Indenture; provided that the entire unpaid principal amount of this Note shall be due and payable on the [                ] Payment Date. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid, from                      , 20    . Interest will be computed on the basis of [actual days elapsed in a 360-day year] [a 360-day year of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture.

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.

For the avoidance of doubt, this Note has been countersigned by [insert name of owner trustee] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall [insert name of owner trustee] in its individual capacity have any liability for the obligations hereunder as to all of which recourse shall be had solely to the assets of the Issuer.

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

2

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

Dated:                              , 20    

CHASE AUTO OWNER TRUST 20    -
By:	[                                         ],
	not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
Name:
Title:

3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:                              , 20    

JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authentication Agent for the Indenture Trustee
By:
	Authorized Signatory

4

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its         % Class [A-1] Asset Backed Notes (herein called the “Class [A-1] Notes” or the “Notes”), all issued under an Indenture dated as of                              , 20     (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [                    ], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

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

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

Each [Class [A-1] Noteholder] [Note Owner], by acceptance of a Class [A-1] Note [or a beneficial interest therein], covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

It is the intent of the Depositor, the Servicer, the Noteholders and the Note Owners, the Issuer, the Class R Certificateholder, the Certificateholders and the Certificate Owners that the Notes will be classified as indebtedness of the Issuer for all United States tax purposes. Each [Class [A-1] Noteholder] [Note Owner], by acceptance of a Class [A-1] Note [or a beneficial interest therein], agrees to treat, and to take no action inconsistent with the treatment of, the Notes as indebtedness of the Issuer for such tax purposes.

Each [Class [A-1] Noteholder] [Note Owner], by acceptance of a Class [A-1] Note [or a beneficial interest therein], covenants and agrees that it will not at any time institute

5

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 JPMorgan Chase Bank, National Association in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purpose of binding the interests of the Indenture Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

6

ASSIGNMENT

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

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

(name and address of assignee)

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

Dated:	*1
	Signature Guaranteed:

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

7

EXHIBIT C

FORM OF CLASS [A-2] NOTES

REGISTERED	$
No. R-[A-2]	CUSIP NO.                  1

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

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

CHASE AUTO OWNER TRUST 20    -    

        % CLASS [A-2] ASSET BACKED NOTES

Chase Auto Owner Trust 20    -    , a statutory 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 [                ] ($            ), partially payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is $             and the denominator of which is $             by the (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class [A-2] Notes pursuant to Section 3.1 of the Indenture; provided that the entire unpaid principal amount of this Note shall be due and payable on the [                ] Payment Date. No payments of principal of the Class [A-2] Notes will be made until the principal of the Class [A-1] Notes has been paid in full. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid, from                              , 20    . Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture.

¹ Denominations of $100,000 and integral multiples of $1,000 in excess thereof.

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.

For the avoidance of doubt, this Note has been countersigned by [insert name of owner trustee] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall [insert name of owner trustee] in its individual capacity have any liability for the obligations hereunder as to all of which recourse shall be had solely to the assets of the Issuer.

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

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

Dated:                              , 20    

CHASE AUTO OWNER TRUST 20    -
By:	[                                         ],
	not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
Name:
Title:

2

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:                              , 20    

JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authentication Agent for the Indenture Trustee
By:
	Authorized Signatory

3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its         % Class [A-2] Asset Backed Notes (herein called the “Class [A-2] Notes” or the “Notes”), all issued under an Indenture dated as of                              , 20     (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [                ], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

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

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

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

It is the intent of the Depositor, the Servicer, the Noteholders, the Note Owners, the Issuer, the Class R Certificateholder, the Certificateholders and the Certificate Owners that the Notes will be classified as indebtedness of the Issuer for all United States tax purposes. Each Noteholder or Note Owner, by acceptance of a Note or a beneficial interest therein, agrees 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 a beneficial interest therein, covenants and agrees that it will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or

4

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 JPMorgan Chase Bank, National Association, in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purpose of binding the interests of the Indenture Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

5

ASSIGNMENT

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

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

(name and address of assignee)

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

Dated:	1
	Signature Guaranteed:

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

6

EXHIBIT D

FORM OF CLASS [A-3] NOTES

REGISTERED	$
No. R-[A-3]	CUSIP NO.             1

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

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

CHASE AUTO OWNER TRUST 20    -    

        % CLASS [A-3] ASSET BACKED NOTES

Chase Auto Owner Trust 20    -    , a statutory 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 [                ] ($            ), partially payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is $             and the denominator of which is $             by the (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class [A-3] Notes pursuant to Section 3.1 of the Indenture; provided that the entire unpaid principal amount of this Note shall be due and payable on the [            ] Payment Date. No payments of principal of the Class [A-3] Notes will be made until the principal of the Class [A-1] Notes and the Class [A-2] Notes have been paid in full. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid, from                              , 20    . Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture.

¹ Denominations of $100,000 and integral multiples of $1,000 in excess thereof.

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.

For the avoidance of doubt, this Note has been countersigned by [insert name of owner trustee] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall [insert name of owner trustee] in its individual capacity have any liability for the obligations hereunder as to all of which recourse shall be had solely to the assets of the Issuer.

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

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

Dated:                              , 20    

CHASE AUTO OWNER TRUST 20    -
By:	[                                         ],
	not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
Name:
Title:

2

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:                              , 20    

JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authentication Agent for the Indenture Trustee
By:
	Authorized Signatory

3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its         % Class [A-3] Asset Backed Notes (herein called the “Class [A-3] Notes” or the “Notes”), all issued under an Indenture dated as of                              , 20     (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [                ], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

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

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

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

It is the intent of the Depositor, the Noteholders, the Note Owners, the Issuer, the Class R Certificateholder, the Certificateholders and the Certificate Owners that, the Notes will be classified as indebtedness of the Issuer for all United States tax purposes. Each Noteholder or Note Owner, by acceptance of a Note or a beneficial interest therein, agrees 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 a beneficial interest therein, covenants and agrees that it will not at any time institute against the Issuer, or join in any

4

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 JPMorgan Chase Bank, National Association, in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purpose of binding the interests of the Indenture Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

5

ASSIGNMENT

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

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

(name and address of assignee)

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

Dated:	1
	Signature Guaranteed:

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

6

EXHIBIT E

FORM OF CLASS [A-4] NOTES

REGISTERED	$
No. R-[A-4]	CUSIP NO. 1

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

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

CHASE AUTO OWNER TRUST 20    -    

        % CLASS [A-4] ASSET BACKED NOTES

Chase Auto Owner Trust 20    -    , a statutory 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 [                ] ($            ), partially payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is $             and the denominator of $             by the (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class [A-4] Notes pursuant to Section 3.1 of the Indenture; provided that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the                              20     Payment Date and the date on which the Class [A-4] Notes are subject to prepayment pursuant to Section 10.1 of the Indenture. No payments of principal of the Class [A-4] Notes will be made until the principal of the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes have been paid in full. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent

¹ Denominations of $100,000 and integral multiples of $1,000 in excess thereof.

Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid, from                              , 20    . Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture.

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.

For the avoidance of doubt, this Note has been countersigned by [insert name of owner trustee] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall [insert name of owner trustee] in its individual capacity have any liability for the obligations hereunder as to all of which recourse shall be had solely to the assets of the Issuer.

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

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

Dated:                              , 20    

CHASE AUTO OWNER TRUST 20    -
By:	[                                         ],
	not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
Name:
Title:

2

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:                              , 20    

JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authentication Agent for the Indenture Trustee
By:
	Authorized Signatory

3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its         % Class [A-4] Asset Backed Notes (herein called the “Class [A-4] Notes” or the “Notes”), all issued under an Indenture dated as of                              , 20     (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [                ], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

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

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

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

It is the intent of the Depositor, the Servicer, the Noteholders, the Note Owners, the Issuer, the Class R Certificateholder, the Certificateholders and the Certificate Owners that, the Notes will be classified as indebtedness of the Issuer for all United States tax purposes. Each Noteholder, by acceptance of a Note or a beneficial interest therein, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer.

Each Noteholder or Note Owner, by acceptance of a Note or a beneficial interest therein, covenants and agrees that it will not at any time institute against the Issuer, or join in any

4

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 JPMorgan Chase Bank, National Association, in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purpose of binding the interests of the Indenture Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

5

ASSIGNMENT

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

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

(name and address of assignee)

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

Dated:	1
	Signature Guaranteed:

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

6

EXHIBIT F

FORM OF ISSUER LETTER OF REPRESENTATIONS

The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

ISSUER LETTER OF REPRESENTATIONS

[To be Completed by Issuer and Co-Issuer(s), if applicable]

[Name of Issuer and Co-Issuer(s), if applicable]

[Security Description, including series designation if applicable]

[CUSIP Number of the Securities]

[For Municipal Issues: Underwriting Department—Eligibility; 25th Floor]

[For Corporate Issues: General Counsel’s Office; 22nd Floor]

The Depository Trust Company

55 Water Street

New York, NY 10041-0099

Ladies and Gentlemen:

This letter sets forth our understanding with respect to the Securities represented by the CUSIP number referenced above (the “Securities”). Issuer requests that The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC. The DTC Participant, (manager, underwriter, or placement agent) will distribute the securities through DTC.

To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements applicable to it stated in DTC’s Operational Arrangements (found at www.dtcc.com and www.dtc.org), as they may be amended from time to time.

Note:		Very truly yours,
Schedule A contains statements that DTC believes accurately describe DTC, the method of effecting book-entry transfers of securities distributed through DTC, and certain related matters.
		(Issuer)
	By:
		(Authorized Officer’s Signature)
Received and Accepted:		(Print Name)
THE DEPOSITORY TRUST COMPANY		(Street Address)
By:		(City)                   (State) (Country) (Zip Code)
		(Phone Number)
		(E-mail Address)

EXHIBIT G

Form of Transferee Letter

To:	Chase Auto Owner Trust 20    -
	c/o [                        ]
	[                    ]
	[                    ]
	[                    ]
	Attention: [                ]
	JPMorgan Chase Bank, National Association
	4 New York Plaza
	New York, New York 10004
	Re:               % Class [A-1] Asset Backed Notes (the “Notes”)

Reference is hereby made to the Indenture, dated as of                              , 20     (the “Indenture”), between Chase Auto Owner Trust 20    -  , as issuer (the “Issuer”), and [                ], as indenture trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of the Notes, we hereby confirm that:

(1) we are an institutional “accredited investor” (as defined in 501(a)(1), (2), (3) or (7) (an “IAI”) under the Securities Act of 1933, as amended (the “Securities Act”)) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our investment;

(2) we are acquiring the Notes for our own account or for one or more accounts (each of which is an IAI) as to each of which we exercise sole investment discretion;

(3) we understand that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been registered under the Securities Act and that (A) the Notes may be offered, resold, pledged or otherwise transferred only (i) to the Depositor or an Affiliate of the Depositor or (ii) to a person who is an IAI and in accordance with the Indenture and any applicable securities laws of any State of the United States and (B) we will, and each subsequent holder of the Notes is required to, notify any subsequent purchaser of a Note of the resale restrictions set forth in (A) above;

(4) we understand that the Notes will bear a legend substantially to the following effect:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT SUCH NOTE IS BEING ACQUIRED NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH HOLDER OF THIS NOTE AND ANY SUBSEQUENT HOLDER OF THIS NOTE WILL BE REQUIRED TO CERTIFY, AMONG OTHER THINGS, THAT SUCH HOLDER OR SUBSEQUENT HOLDER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT. THE HOLDER OF THIS NOTE WILL, AND EACH SUBSEQUENT HOLDER OF THIS NOTE IS REQUIRED TO, NOTIFY ANY PURCHASER OF SUCH NOTES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. EACH HOLDER OF THIS NOTE WILL NOT TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (1) TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR OR (2) TO A PURCHASER WHO CAN MAKE THE ABOVE REPRESENTATIONS AND AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. THE HOLDER ACKNOWLEDGES THAT THE NOTE REGISTRAR AND THE ISSUER RESERVE THE RIGHT PRIOR TO ANY SALE OR OTHER TRANSFER TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE NOTE REGISTRAR OR THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE PROPOSED SALE OR OTHER TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

(5) we understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture, we agree to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act, and we acknowledge that the Note Registrar and the Issuer reserve the right prior to any sale or other transfer of the Notes to require the delivery of such certifications, legal opinions and other information as the Note Registrar or the Issuer may reasonably require to confirm that the proposed sale or other transfer complies with the foregoing restrictions; and

(6) we are acquiring the Notes for investment purposes only with no present intention to resell the Notes.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Transferee]

By:

Name:

Title:

Dated:                                 ]

EX-4.3(A)

Exhibit 4.3(A)

CERTIFICATE OF TRUST OF

Chase Auto Owner Trust 20    -    

This Certificate of Trust of Chase Auto Owner Trust 20    -    (the “Trust”) is being duly executed and filed by [                    ], a [                    ], as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is Chase Auto Owner Trust 20    -    .

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is [                            ], Attn: [                        ].

3. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate in accordance with the Act.

[                                             ], not in its individual
capacity but solely as trustee of the Trust

By:

Name:

Title:

EX-4.3(B)

Exhibit 4.3(B)

TRUST AGREEMENT, dated as of                         , 20    , between JPMorgan Chase Bank, National Association, as depositor (the “Depositor”) and                     , a                     , not in its individual capacity but solely as owner trustee (the “Owner Trustee”). The Depositor and the Owner Trustee hereby agree as follows:

1. The trust created hereby shall be known as “Chase Auto Owner Trust 20    -    ”, in which name the Owner Trustee may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §3801 et seq., and that this document constitutes the governing instrument of the Trust. The Owner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in the form attached hereto.

3. The Depositor and the Owner Trustee will enter into an amended and restated Trust Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby. Prior to the execution and delivery of such amended and restated Trust Agreement, the Owner Trustee shall not have any duty or obligation hereunder or with respect to the trust estate, except upon the written direction of the Depositor to take such action as determined by the Depositor to be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

4. This Trust Agreement may be executed in one or more counterparts.

5. The Owner Trustee may resign upon thirty days prior notice to the Depositor.

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.

JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Depositor

By:

Name:

Title:

                            , as Owner Trustee

By:

Name:

Title:

EX-4.3(C)

Exhibit 4.3(C)

CHASE AUTO OWNER TRUST 20    -    

AMENDED AND RESTATED TRUST AGREEMENT

between

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Depositor

-and-

[                            ],

as Owner Trustee

Dated as of                              , 20    

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
SECTION 1.1.	Capitalized Terms	1
ARTICLE II ORGANIZATION		2
SECTION 2.1.	Name	2
SECTION 2.2.	Office	2
SECTION 2.3.	Purposes and Powers	2
SECTION 2.4.	Appointment of Owner Trustee	3
SECTION 2.5.	Initial Capital Contributions of Trust Estate	3
SECTION 2.6.	Declaration of Trust	3
SECTION 2.7.	Title to Issuer Property	4
SECTION 2.8.	Situs of Issuer	4
SECTION 2.9.	Representations and Warranties of the Depositor	4
SECTION 2.10.	Liability of Certificateholders and Class R Certificateholder	5
SECTION 2.11.	Guaranteed Payments/Gross Income Allocations	5
SECTION 2.12.	Deduction and Loss Allocations	6
SECTION 2.13.	Special Allocations	6
SECTION 2.14.	Characterization of the Trust	6
ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS		6
SECTION 3.1.	Initial Ownership; Class R Certificate	6
SECTION 3.2.	The Certificates	7
SECTION 3.3.	Execution, Authentication and Delivery of Certificates	7
SECTION 3.4.	Registration of Transfer and Exchange of Certificates	8
SECTION 3.5.	Mutilated, Destroyed, Lost or Stolen Certificates	9
SECTION 3.6.	Persons Deemed Certificateholders	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		14
SECTION 4.1.	Prior Notice to Certificateholders with Respect to Certain Matters	14
SECTION 4.2.	Action by Certificateholders with Respect to Certain Matters	15

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SECTION 4.3.	Action by Certificateholders with Respect to Bankruptcy	16
SECTION 4.4.	Restrictions on Certificateholders’ Power	16
SECTION 4.5.	Majority Control	16
ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		16
SECTION 5.1.	Establishment of Certificate Distribution Account.	16
SECTION 5.2.	Application of Funds in Certificate Distribution Account.	16
SECTION 5.3.	Method of Payment	17
SECTION 5.4.	No Segregation of Monies; No Interest	17
SECTION 5.5.	Accounting and Reports to the Noteholders, Certificateholders, the Internal Revenue Service and Others	18
SECTION 5.6.	Signature on Returns; Tax Matters Partner	18
SECTION 5.7.	Capital Accounts	18
ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE		19
SECTION 6.1.	General Authority	19
SECTION 6.2.	General Duties	19
SECTION 6.3.	Action upon Instruction	20
SECTION 6.4.	No Duties Except as Specified in this Agreement or in Instructions	20
SECTION 6.5.	No Action Except under Specified Documents or Instructions	21
SECTION 6.6.	Restrictions	21
SECTION 6.7.	Doing Business in Other Jurisdictions	21
ARTICLE VII CONCERNING OWNER TRUSTEE		22
SECTION 7.1.	Acceptance of Trusts and Duties.	22
SECTION 7.2.	Furnishing of Documents	24
SECTION 7.3.	Representations and Warranties.	24
SECTION 7.4.	Reliance; Advice of Counsel.	24
SECTION 7.5.	Not Acting in Individual Capacity	25
SECTION 7.6.	Owner Trustee May Own Certificates and Notes	25
ARTICLE VIII COMPENSATION OF OWNER TRUSTEE		25
SECTION 8.1.	Owner Trustee’s Fees and Expenses	25
SECTION 8.2.	Indemnification	25
SECTION 8.3.	Payments to Owner Trustee	26
ARTICLE IX TERMINATION OF TRUST AGREEMENT		26
SECTION 9.1.	Termination of Trust Agreement.	26
ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		28
SECTION 10.1.	Eligibility Requirements for Owner Trustee	28
SECTION 10.2.	Resignation or Removal of Owner Trustee.	28
SECTION 10.3.	Successor Owner Trustee.	29
SECTION 10.4.	Merger or Consolidation of Owner Trustee	29
SECTION 10.5.	Appointment of Co-Trustee or Separate Trustee.	29
SECTION 10.6.	Information Relating to Compliance with Regulation AB.	31
ARTICLE XI MISCELLANEOUS		31
SECTION 11.1.	Supplements and Amendments.	31
SECTION 11.2.	No Legal Title to Owner Trust Estate in Certificateholders	32
SECTION 11.3.	Limitations on Rights of Others	32
SECTION 11.4.	Notices.	33
SECTION 11.5.	Severability	33
SECTION 11.6.	Separate Counterparts	33
SECTION 11.7.	Successors and Assigns	33
SECTION 11.8.	No Recourse	33
SECTION 11.9.	No Petition.	33
SECTION 11.10.	Headings	34
SECTION 11.11.	GOVERNING LAW	34
SECTION 11.12.	Certificate Transfer Restrictions	34
SECTION 11.13.	Disclosure	34

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EXHIBITS

Exhibit A-1	-	Form of Class R Certificate
Exhibit A-2	-	Form of Certificate
Exhibit B	-	Form of Certificate of Trust
Exhibit C	-	Form of Issuer Letter of Representations

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AMENDED AND RESTATED TRUST AGREEMENT dated as of                              , 20     between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan Chase”), a national banking association having its principal executive offices located at 1111 Polaris Parkway, Columbus, Ohio 43240, as the depositor (in its capacity as the depositor, the “Depositor”) and [            ], a                             , as the owner trustee (the “Owner Trustee”), amending and restating in its entirety the Trust Agreement, dated as of                         , 20    (the “Original Trust Agreement”), between the same parties.

ARTICLE I

DEFINITIONS

SECTION 1.1. Capitalized Terms. Capitalized terms are used in this Agreement as defined in Section 1.1 to the Sale and Servicing Agreement between the trust established by this Agreement and JPMorgan Chase, as Depositor and Servicer, dated as of                              , 20    , 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 known as “Chase Auto Owner Trust 20    -    ” (hereinafter, the “Issuer”) was formed in accordance with the provisions of the Statutory Trust Statute pursuant to the Original Trust Agreement. Under the Original Trust Agreement, the Owner Trustee was authorized and vested with the power and authority to make and execute contracts, instruments, certificates, agreements and other writings and to sue and be sued in the name of the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders and the Class R Certificateholder, subject to the obligations of the Issuer under the Basic Documents. It is the intention of the parties hereto that the Issuer constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for United States income and franchise tax purposes, the Issuer shall be treated as a partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Issuer as a partnership for such tax purposes.

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Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer. The Owner Trustee has filed the Certificate of Trust with the Secretary of State of Delaware. All actions taken by the Owner Trustee with respect to the filing or correction of the Certificate of Trust are hereby ratified and confirmed in all respects.

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

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

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

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

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

(iii) The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms hereof, do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of association or bylaws of the Depositor, or conflict with or breach any of the material terms or provisions of or constitute (with or without notice or lapse of time) a default under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; nor violate any law or, to the best

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of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1. Initial Ownership; Class R Certificate. Upon the formation of the Issuer by the contributions by the Depositor pursuant to Section 2.5 and until the issuance of the Certificates, the Depositor shall be the sole beneficiary of the Issuer. Concurrently with the

6

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

SECTION 3.2. The Certificates. Upon initial issuance, the Certificates shall each be in the form of Exhibit A-2, which is incorporated herein by reference, and shall be issued as provided in Section 3.10, in the minimum denomination of $[100,000] and in integral multiples of $[1,000] in excess thereof, in an aggregate principal amount equal to the Certificate Balance. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature of an Authorized Officer or other authorized signatory of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle the Holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A-2, executed by the Owner Trustee or JPMorgan Chase, 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 the Depositor, signed by its chairman of the board, its president or any vice president, without further action by the Depositor, in authorized denominations.

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SECTION 3.4. Registration of Transfer and Exchange of Certificates.

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

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

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

Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause JPMorgan Chase 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.

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

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

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

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

SECTION 3.7. Access to List of Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor (and

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

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

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

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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 will receive a definitive Certificate representing such beneficial owner’s interest in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12:

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

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

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

(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Issuer Letter of Representations, 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

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

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

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

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SECTION 3.13. Authenticating Agent.

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

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

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

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

(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

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By:
	Authorized Officer
	or
	as Authenticating Agent
	for the Owner Trustee,
	Authorized Officer

SECTION 3.14. Actions of Certificateholders.

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

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

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

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

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ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain Matters.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

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

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

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

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(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 Distribution Amount.

(b) On each Payment Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.9 of the Sale and Servicing Agreement on such Payment Date.

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

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

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

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

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

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

SECTION 5.7. Capital Accounts.

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

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

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

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

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

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

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

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

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

SECTION 6.3. Action upon Instruction.

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

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

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

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

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contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.3; and no implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Issuer or to record this Agreement or any other Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee, in its individual capacity, that are not related to the ownership or the administration of the Owner Trust Estate.

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

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

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

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ARTICLE VII

CONCERNING OWNER TRUSTEE

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

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

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

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

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

(e) The Owner Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificates or the Class R Certificate, shall not be accountable for the use or application by the Depositor of the proceeds from the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder, any Certificateholder or the Class R Certificateholder, other than as expressly provided for herein and in the Basic

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Documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority; or the ability of the Owner Trust Estate to generate the payments to be distributed to Certificateholders under this Agreement or the Noteholders under the Indenture, including: the existence, condition and ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Issuer or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee;

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

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

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

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

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

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

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

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

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

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

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and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

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

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

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

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

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

SECTION 8.2. Indemnification. In accordance with Section 7.2 of the Sale and Servicing Agreement, the Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants

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

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

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

SECTION 9.1. Termination of Trust Agreement.(a) The Issuer shall dissolve as soon as reasonably practicable 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, but before the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement, which payment will be made only after the Owner Trustee has satisfied its obligations under Section 3808(e) of the Statutory Trust Statute; provided, however, that in no event shall the Issuer created by this Agreement continue beyond the expiration of 21 years from the date of this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any

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Certificateholder, any Certificate Owner or the Class R Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle such Certificateholder’s, such Certificate Owner’s or the Class R Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

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

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

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

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

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

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ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

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

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

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

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

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

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

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

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

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

SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.

Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the

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

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

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

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

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

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

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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.

SECTION 10.6. Information Relating to Compliance with Regulation AB. In order to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Securities and Exchange Commission, the Owner Trustee agrees to provide to the Depositor any and all statements, reports, certifications and other information necessary to permit the Depositor to comply with the provisions of Regulation AB, including, without limitation, disclosures relating to (i) any material legal or governmental proceedings pending (or known to be contemplated) against the Owner Trustee, (ii) affiliations between the Owner Trustee and JPMorgan Chase, the Indenture Trustee, any enhancement or support provider or any other material transaction party that would be required to be disclosed in accordance with Item 1119 of Regulation AB and (iii) any instances described in paragraph (a) or (b) of Item 1.03 of Form 8-K relating to the Owner Trustee.

ARTICLE XI

MISCELLANEOUS

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

This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Class R Certificateholder, the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in

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any manner the rights of the Noteholders or the Certificateholders; provided that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment.

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

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

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

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

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

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

32

SECTION 11.4. Notices.(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested and shall be deemed to have been duly given upon receipt, if to the Owner Trustee, addressed to [                                         ], Attention: [                                         ], if to the Depositor or the Class R Certificateholder, addressed to, JPMorgan Chase Bank, National Association, c/o Chase Auto Finance Corp., 900 Stewart Avenue, Garden City, New York 11530, Attn: Financial Controller; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

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

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

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

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

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

SECTION 11.9. No Petition.

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

33

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

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

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

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

SECTION 11.13. Disclosure. Notwithstanding anything herein to the contrary, JPMorgan Chase and the Owner Trustee (and any employee, representative or other agent of both JPMorgan Chase and the Owner Trustee) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.

34

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.

[                                         ], as Owner Trustee

By:

Name:

Title:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Depositor

By:

EXHIBIT A-1

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

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

CHASE AUTO OWNER TRUST 20    -    

CLASS R CERTIFICATE

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

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

THIS CERTIFIES THAT JPMorgan Chase Bank, National Association is the registered owner of 100% of the beneficial ownership interest in certain distributions of Chase Auto Owner Trust 20    -     (the “Issuer”) formed by JPMorgan Chase Bank, National Association, a national banking association (the “Depositor”).

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

	[                                         ],		[                                         ],
	not in its individual capacity but	or	not in its individual capacity but
	solely as Owner Trustee		solely as Owner Trustee
By:		By:
			Authenticating Agent

Issuer was created pursuant to an Amended and Restated Trust Agreement dated as of                      , 20    (the “Trust Agreement”), between the Depositor and [                        ], as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in Section 1.1 of the Sale and Servicing Agreement between the Issuer and JPMorgan Chase Bank, National Association, as Depositor and Servicer, dated as of                              , 20    , as the same may be amended or supplemented from time to time (the “Sale and Servicing Agreement”).

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

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

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

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

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

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

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

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

	CHASE AUTO OWNER TRUST 20    -
	By:	[                                         ],
		not in its individual capacity,
		but solely as Owner Trustee
Dated:                              , 20	By:

EXHIBIT A-2

NUMBER	$
R-A-1	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.

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

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

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

CHASE AUTO OWNER TRUST 20    -    

        % ASSET BACKED CERTIFICATE

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

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

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $             nonassessable, fully-paid, beneficial ownership interest in certain distributions of Chase Auto Owner Trust 20    -     (the “Issuer”) formed by JPMorgan Chase Bank, National Association, a national banking association (the “Depositor”). This Certificate has a Certificate Rate of         % per annum.

2

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

	[                                         ],		[                                         ],
	not in its individual capacity but solely as Owner Trustee	or	not in its individual capacity but solely as Owner Trustee
By:		By:
			Authenticating Agent

3

Issuer was created pursuant to an Amended and Restated Trust Agreement dated as of                              , 20     (the “Trust Agreement”), between the Depositor and [            ], as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in Section 1.1 of the Sale and Servicing Agreement between the Issuer and JPMorgan Chase Bank, National Association, as Depositor and Servicer, dated as of                              , 20    , 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                              , 20    , between the Issuer and [            ], as trustee (the “Indenture”), are four 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”) and “Class [A-3]         % Asset Backed Notes” (the “Class [A-3] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-3] Notes, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound.

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

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

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

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

4

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

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

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

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

	CHASE AUTO OWNER TRUST 20    -
	By:	[                                         ],
		not in its individual capacity, but solely as Owner Trustee
Dated:                              , 20	By:

5

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE

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

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

Dated:
	1
	Signature Guaranteed:

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

6

EXHIBIT B

FORM OF CERTIFICATE OF TRUST

EXHIBIT C

FORM OF ISSUER LETTER OF REPRESENTATIONS

EX-5.1(A)

Exhibit 5.1(A)

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

                                March 28, 2006

JPMorgan Chase Bank, National Association

1111 Polaris Parkway

Columbus, Ohio 43240

Ladies and Gentlemen:

We have acted as counsel to JPMorgan Chase Bank, National Association, a national banking association (the “Registrant”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Registrant, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to $10,000,000,000 aggregate principal amount of Asset Backed Securities, in the form of Asset Backed Notes (the “Notes”) and/or Asset Backed Certificates, by one or more Delaware statutory trusts to be formed by the Registrant pursuant to an Amended and Restated Trust Agreement between the Registrant and the owner trustee designated thereunder, substantially in the form filed as Exhibit 4.3(C) to the Registration Statement (each, an “Issuing Entity”). The Notes to be issued by each Issuing Entity will be issued pursuant to an Indenture between such Issuing Entity and the indenture trustee designated thereunder (each an “Indenture Trustee”), substantially in the form filed as Exhibit 4.2 to the Registration Statement (the “Indenture”).

We have examined the Registration Statement and the form of the Indenture. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Registrant.

In rendering the opinion set forth below, 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 duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have also assumed that at the time of execution, authentication, issuance and delivery of the Notes, the Indenture will be the valid and legally binding obligation of the Indenture Trustee. We have assumed further that (i) at the time of execution, authentication, issuance and delivery of the Notes, the Indenture will have been duly authorized, executed and delivered by the Issuing Entity in accordance with the law of the State of Delaware and (ii) execution, delivery and performance by the Issuing Entity of the Indenture and the Notes will not violate the law of the State of Delaware or any other applicable laws (excepting the laws of the State of New York and the federal laws of the United States).

Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that when the issuance and terms of the Notes of a particular Issuing Entity have been duly authorized by such Issuing Entity, when such Notes have been duly executed and authenticated in accordance with the terms of the related Indenture, and when such Notes have been delivered and sold in accordance with the provisions of the applicable definitive purchase, underwriting or similar agreement as contemplated by the Registration Statement, upon payment of the consideration therefor provided therein, such Notes will constitute valid and legally binding obligations of such Issuing Entity, enforceable against such Issuing Entity in accordance with their terms.

Our opinion set forth above is subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

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.

We hereby consent to the filing of this opinion letter as Exhibit 5.1(A) to the Registration Statement and to the use of our name under the caption “Legal Opinions” in the form of prospectus supplement and the prospectus forming a part of the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

2

EX-5.1(B)

RICHARDS, LAYTON & FINGER

A PROFESSIONAL ASSOCIATION

ONE RODNEY SQUARE

920 NORTH KING STREET

WILMINGTON, DELAWARE 19801

(302) 651-7700

FAX: (302) 651-7701

WWW.RLF.COM

March 28, 2006

JPMorgan Chase Bank, National Association

1111 Polaris Parkway

Columbus, Ohio 43240

Re: JPMorgan Chase Bank, National Association

       Registration Statement on Form S-3 (Registration No. 333-131760)

Ladies and Gentlemen:

We have acted as special Delaware counsel to JPMorgan Chase Bank, National Association (the “Company”), in connection with the preparation of a registration statement on Form S-3, Registration No. 333-131760 (the “Registration Statement”) relating to the proposed offering from time to time by one or more trusts (each, a “Trust”) of Asset Backed Certificates (the “Certificates”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, the Certificates are to be issued under and pursuant to the conditions of a separate amended and restated trust agreement among the Company and an owner trustee (the “Owner Trustee”) to be identified in the prospectus supplement for such Certificates. This opinion is being delivered to you at your request.

We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:

(a) The Registration Statement; and

(b) The form of Amended and Restated Trust Agreement (the “Trust Agreement”), including the exhibits attached thereto, which is being filed as an exhibit to the Registration Statement.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.

JPMorgan Chase Bank, National Association

March 28, 2006

Page 2

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, (ii) the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, and (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents. We have not participated in the preparation of the Registration Statement (except for providing this opinion) and assume no responsibility for its contents, other than this opinion.

This opinion is limited to the laws of the State of Delaware (including statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws but excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when the issuance, execution and delivery of the Certificates in respect of which we have participated as your counsel have been duly authorized by all necessary trust action, and when such Certificates have been duly executed and delivered and sold as described substantially in the form of Trust Agreement and as contemplated by the Registration Statement, such Certificates will be legally and validly issued, fully paid and nonassessable, and the holders of such Certificates will be entitled to the benefits provided by the Trust Agreement pursuant to which such Certificates were issued.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Richards, Layton & Finger

EX-8.1

Exhibit 8.1

[Letterhead of Simpson Thacher & Bartlett LLP]

March 28, 2006

JPMorgan Chase Bank, National Association

1111 Polaris Parkway

Columbus, Ohio 43240

Re: JPMorgan Chase Bank, National Association

Registration Statement on Form S-3 (File no. 333-131760)

Ladies and Gentlemen:

We have acted as United States special federal tax counsel to the trusts referred to below in connection with the filing by JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (the “Registrant”), of a Registration Statement on Form S-3 (such registration statement, together with the exhibits and any amendments thereto as of the date hereof, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) for the registration under the Act of asset backed notes (the “Notes”) and asset backed certificates (the “Certificates”) in an aggregate principal amount of up to $10,000,000,000. As described in the Registration Statement, the Notes and/or the Certificates will be issued from time to time in series, with each series being issued by a Delaware statutory trust (each, an “Issuing Entity”) to be formed by the Registrant pursuant to a Trust Agreement (each, a “Trust Agreement”) between the Registrant and an owner trustee. Each series may include one or more classes of Notes, which will be issued pursuant to an Indenture between the related Issuing Entity and an indenture trustee. Each series may include one or more classes of Certificates, which will be issued pursuant to a Trust Agreement.

We have advised the Registrant with respect to certain United States federal income tax consequences of the proposed issuance of the Notes and the Certificates. Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, and in the Registration Statement, we hereby confirm our opinion set forth in the Registration Statement under the captions “Summary — Tax Status” and “Material Federal Income Tax Consequences” in the prospectus forming a part of the Registration Statement and “Summary of Terms — Tax Status” and “Material Federal Income Tax Consequences” in the prospectus supplement forming part of the Registration Statement.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm (as special federal tax counsel to the Registrant) under the heading “Material Federal Income Tax Consequences” in the prospectus forming a part of the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

EX-99.1

Exhibit 99.1

CHASE AUTO OWNER TRUST 20    -    

Class [A-1]         % Asset Backed Notes

Class [A-2]         % Asset Backed Notes

Class [A-3]         % Asset Backed Notes

Class [A-4]         % Asset Backed Notes

ADMINISTRATION AGREEMENT

Dated as of                              , 20    

JPMorgan Chase Bank, National Association,

As Administrator

TABLE OF CONTENTS

		Page
SECTION 1.	Duties of Administrator.	2
SECTION 2.	Records.	7
SECTION 3.	Compensation.	7
SECTION 4.	Additional Information To Be Furnished to Issuer.	7
SECTION 5.	Independence of Administrator.	8
SECTION 6.	No Joint Venture.	8
SECTION 7.	Other Activities of Administrator.	8
SECTION 8.	Term of Agreement; Resignation and Removal of Administrator.	8
SECTION 9.	Action upon Termination, Resignation or Removal.	10
SECTION 10.	Notices.	10
SECTION 11.	Amendments.	11
SECTION 12.	Successors and Assigns.	11
SECTION 13.	GOVERNING LAW.	12
SECTION 14.	Headings.	12
SECTION 15.	Counterparts.	12
SECTION 16.	Severability.	12
SECTION 17.	Not Applicable to JPMorgan Chase in Other Capacities.	12
SECTION 18.	Limitation of Liability of Owner Trustee, Indenture Trustee and Administrator.	12
SECTION 19.	Third-Party Beneficiary.	13
SECTION 20.	Nonpetition Covenants.	13
SECTION 21.	Liability of Administrator.	13
EXHIBIT A - Form of Power of Attorney

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ADMINISTRATION AGREEMENT dated as of                              , 20    , among CHASE AUTO OWNER TRUST 20    -    , a Delaware statutory trust (the “Issuer”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”), and [            ], a                     , 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”) and the Class [A-4]         % Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes, the “Notes”) pursuant to the Indenture dated as of                              , 20     (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 Amended and Restated Trust Agreement dated as of                              , 20     (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Trust Agreement”) between JPMorgan Chase (defined below), as Depositor, and [            ], 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                              , 20     (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) between the Issuer and JPMorgan Chase Bank, National Association (“JPMorgan Chase”), as Servicer and Depositor, (ii) an Issuer Letter of Representations dated                              , 20     (the “Issuer Letter of Representations”) between the Issuer and The Depository Trust Company, (iii) a Collection Account Control Agreement dated as of                              , 20     (the “Collection Account Control Agreement”) among the Issuer, the Indenture Trustee and                              , as securities intermediary, (iv) a Reserve Account Control Agreement dated as of                              , 20    among the Issuer, the Indenture Trustee and                         , as securities intermediary (the “Reserve Account Control Agreement”[), (v) a Yield Supplement Account Control Agreement dated as of                              , 20     among the Issuer, the Indenture Trustee and                     , as securities intermediary (the “Yield Supplement Account Control Agreement”] and together with [the Reserve Account Control Agreement and] the Collection Account Control Agreement, the “Securities Control Agreements”), [(v)] the Trust Agreement, and [(vi)] the Indenture (the Sale and Servicing Agreement, the Trust Agreement, the Issuer Letter of Representations, the Securities Control Agreements 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 Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause, 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 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:

SECTION 1. Duties of Administrator.

(a) Duties with Respect to the Related Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Issuer Letter of Representations. The Administrator agrees to perform all its duties as Administrator under the Indenture. The Administrator agrees to perform the duty of the Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the Collection Account to a Qualified Institution or Qualified Trust Institution, as the case may be, [the duty of the Issuer under Section 5.6 of the Sale and Servicing Agreement to move the Yield Supplement Account to a Qualified Institution or Qualified Trust Institution, as the case may be,] and the duty of the Issuer under Section 5.7(b) of the Sale and Servicing Agreement to move the Reserve Account to a Qualified Institution or Qualified Trust Institution, as the case may be. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Related Agreements.

The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Indenture and the Issuer Letter of Representations. The Administrator 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 pursuant to the Indenture and the Issuer Letter of Representations. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections 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);

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(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, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9);

(E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);

(F) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);

(G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3);

(H) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);

(I) 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);

(J) the preparation and filing 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);

(K) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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);

(L) 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));

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(M) 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));

(N) 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));

(O) the delivery of notice to the Indenture Trustee of each Event of Default, Event of Servicing Termination and each default by the Depositor under the Sale and Servicing Agreement (Section 3.18);

(P) 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 Depositor and the Servicer of their obligations under the Sale and Servicing Agreement (Sections 3.19 and 5.16);

(Q) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);

(R) 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 (Section 5.4);

(S) 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);

(T) 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);

(U) 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);

(V) 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);

(W) the preparation and, after execution by the Issuer, the filing with the Commission and 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);

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(X) 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);

(Y) 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);

(Z) the execution of new Notes conforming to any supplemental indenture (Section 9.5);

(AA) provide the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of the prepayment of the Notes (Section 10.2);

(BB) 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));

(CC) 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));

(DD) 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

(EE) the recording of the Indenture, if applicable (Section 11.15).

(b) Additional Duties. (i) In addition to the duties of the Administrator set forth above, the 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 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 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 Administrator.

(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in

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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. 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 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 Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to                              , 20     a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required 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) The Administrator shall perform the duties of the Administrator specified in Sections 10.2 and 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 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 Administrator under the Trust Agreement.

(vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(vii) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.

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(c) Non-Ministerial Matters. i. With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the 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;

(C) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture; and

(D) the removal of the Indenture Trustee.

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders, the Certificateholders or the Class R Certificateholder 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 Administrator not to take on its behalf.

SECTION 2. Records.

The 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 the Depositor at any time during normal business hours.

SECTION 3. Compensation.

As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to $             per month which shall be payable in accordance with Section 5.5 of the Sale and Servicing Agreement.

SECTION 4. Additional Information To Be Furnished to Issuer.

The 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(a)(i) hereof.

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SECTION 5. Independence of Administrator.

For all purposes of this Agreement, the 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 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.

SECTION 6. No Joint Venture.

Nothing contained in this Agreement shall (i) constitute the 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, (ii) be construed to impose any liability as such on any of them or (iii) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

SECTION 7. Other Activities of Administrator.

(a) Nothing herein shall prevent the 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 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.

SECTION 8. Term of Agreement; Resignation and Removal of 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 Administrator may resign its duties hereunder by providing the Issuer 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 Administrator without cause by providing the 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 Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i) the 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);

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(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 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 Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) the 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 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 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 Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(f) The appointment of any successor Administrator shall be effective only after receipt of written confirmation from each Rating Agency that the proposed appointment will not result in the reduction or withdrawal of any rating assigned to the Notes and Certificates by such Rating Agency.

(g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Indenture. The successor Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, powers, duties and obligations hereunder.

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(h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder.

(i) In the exercise or administration of its duties hereunder and under the Related Agreements, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the 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 Administrator with due care.

SECTION 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 Administrator pursuant to Section 8(b) or (c), respectively, the 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 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 Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(b) or (c), respectively, the 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 Administrator.

SECTION 10. 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
	[            ]
	Attention: [            ]
with a copy to:
	JPMorgan Chase Bank, National Association
	c/o Chase Auto Finance Corp.
	900 Stewart Avenue
	Garden City, New York 11530
	Attention: Financial Controller
(b)	if to the Administrator, to
	JPMorgan Chase Bank, National Association
	600 Travis, 9th Floor
	Houston, Texas 77002
	Attention: Worldwide Securities Services

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(c)	if to the Indenture Trustee, to
	[            ]
	Attention: [            ]
(d)	if to the Depositor, to
	JPMorgan Chase Bank, National Association
	c/o Chase Auto Finance Corp.
	900 Stewart Avenue
	Garden City, New York 11530
	Attention: Financial Controller

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.

SECTION 11. Amendments.

This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the 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 and adversely affect the interest of any Noteholder, any Certificateholder or the Class R Certificateholder. This Agreement may also be amended by the Issuer, the 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 evidencing a majority of the Certificate Balance and the Class R Certificateholder 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, the Certificateholders or the Class R Certificateholder; 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, in each case, without the consent of the holders of all the outstanding Notes and Certificates. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Depositor, which permission shall not be unreasonably withheld.

SECTION 12. Successors and Assigns.

This Agreement may not be assigned by the 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

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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 Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the 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 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 Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

SECTION 13. GOVERNING LAW.

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

SECTION 14. 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.

SECTION 15. Counterparts.

This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

SECTION 16. 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.

SECTION 17. Not Applicable to JPMorgan Chase in Other Capacities.

Nothing in this Agreement shall affect any obligation that JPMorgan Chase may have in any other capacity.

SECTION 18. Limitation of Liability of Owner Trustee, Indenture Trustee and Administrator.

(a) Notwithstanding anything contained herein to the contrary, this instrument has been signed by [            ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall [            ] 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

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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 [            ], not in its individual capacity but solely as Indenture Trustee, and in no event shall [            ] 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 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 statutory trust, and that no personal liability whatsoever shall attach to or be incurred by any agent of the Issuer (including the 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.

SECTION 19. Third-Party Beneficiary.

Each of the Depositor (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.

SECTION 20. Nonpetition Covenants.

Notwithstanding any prior termination of this Agreement, the Administrator, the Issuer 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.

SECTION 21. Liability of Administrator.

Notwithstanding any provision of this Agreement, the Administrator shall not have any obligations under this Agreement other than those specifically set forth herein, and no implied obligations of the Administrator shall be read into this Agreement. Neither the Administrator nor any of its directors, officers, agents or employees shall be liable for any action

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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 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 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 AUTO OWNER TRUST 20    -
By:	,
	not in its individual capacity but solely as Owner Trustee,
By:
Name:
Title:
, not in its individual capacity but solely as Indenture Trustee,
By:
Name:
Title:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrator
By:
Name:
Title:

EXHIBIT A

[Form of Power of Attorney]

POWER OF ATTORNEY

STATE OF DELAWARE	)
	)
COUNTY OF NEW CASTLE	)

KNOW ALL MEN BY THESE PRESENTS, that Chase Auto Owner Trust 20    -    (“Trust”), does hereby make, constitute and appoint JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrator under the Administration Agreement (as defined below), and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Related Agreements (as defined in the Administration Agreement), including, without limitation, to appear for and represent 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 Trust 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                              , 20     among the Trust, JPMorgan Chase Bank, National Association, as Administrator, and [                    ], 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 Trust are hereby revoked.

EXECUTED this          day of                         , 20    .

CHASE AUTO OWNER TRUST 20    -
By:	,
	not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

Notary Public

EX-99.2

Exhibit 99.2

COLLECTION ACCOUNT CONTROL AGREEMENT, dated as of                              , 20     among CHASE AUTO OWNER TRUST 20    -    , a Delaware statutory trust (the “Issuer”),                         , a national banking association, not in its individual capacity but solely as indenture trustee (the “Secured Party”), and                         , as securities intermediary (the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings assigned in Section 1.1 of the Sale and Servicing Agreement between the Issuer and JPMorgan Chase Bank, National Association, dated as of                              , 20    , as the same may be amended and supplemented from time to time (the “Sale and Servicing Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

1. Establishment of Collection Account. The Securities Intermediary hereby confirms that (a) the Securities Intermediary has established the Collection Account, (b) the Collection Account is a “securities account” as such term is defined in §8-501(a) of the UCC, (c) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Issuer as entitled to exercise the rights that comprise any financial asset credited to the Collection Account, (d) all property delivered to the Securities Intermediary pursuant to the Sale and Servicing Agreement for deposit in the Collection Account will be promptly credited to the Securities Account and (e) all securities or other property underlying any financial assets credited to the Collection Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Collection Account be registered in the name of the Issuer, payable to the order of the Issuer or specially indorsed to the Issuer except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

2. Treatment as “Financial Assets”. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account shall be treated as a “financial asset” within the meaning of §8-102(a)(9) of the UCC. The Securities Intermediary agrees that any interest, cash dividends or other cash distributions received in respect of any Permitted Investments and the net proceeds of any sale or payment of any Permitted Investments shall be promptly credited to the Collection Account.

3. Control by Secured Party. At all times prior to the termination of this Agreement as provided in Section 17, the Securities Intermediary shall take instructions and directions and act upon “entitlement orders” (within the meaning of §8-102(a)(8) of the UCC) issued by the Secured Party without further consent by the Issuer. Except as otherwise provided in this Section, the Securities Intermediary shall also comply with entitlement orders originated by the Issuer or the Servicer on behalf of the Issuer without further consent by the Secured Party. If the Secured Party notifies the Securities Intermediary that the Secured Party will exercise exclusive control over the Collection Account, the Securities Intermediary shall not comply with

entitlement orders or other directions issued by the Issuer or the Servicer on behalf of the Issuer. Funds on deposit in the Collection Account shall be invested in Permitted Investments selected by the Issuer or the Servicer on behalf of the Issuer or by the Secured Party to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture. At all times prior to the termination of this Agreement as provided in Section 17, no property shall be released from the Collection Account except upon the written instructions of the Secured Party or the Paying Agent.

4. Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collection Account and/or any financial assets credited thereto simultaneously to each of the Servicer and the Secured Party at the address set forth in Section 12.

5. Tax Allocations. All items of income, gain, expense and loss recognized in the Collection Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Issuer.

6. Securities Intermediary’s Jurisdiction. This Agreement, the Collection Account and the rights and obligations of the Securities Intermediary, the Secured Party and the Issuer with respect thereto shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the Relevant UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Collection Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

7. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Collection Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Secured Party. The financial assets and other items deposited to the Collection Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Secured Party.

8. Notice of Adverse Claims. Except for the claims and interest of the Secured Party and of the Issuer in the Collection Account, the Securities Intermediary does not know of any claim to, or interest in, the Collection Account or in any “financial asset” (as defined in §8-102(a)(9) of the UCC) credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collection Account or in any financial asset credited thereto, the Securities Intermediary will promptly notify the Secured Party and the Issuer thereof.

9. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

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10. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

(A) The Collection Account has been established as set forth in Section 1 above and the Collection Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of the Collection Account without the prior written consent of the Secured Party.

(B) No financial asset is or will be registered in the name of the Issuer, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank.

(C) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

(D) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to any of the Collection Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in §8-102(a) (8) of the UCC) of such person. The Securities Intermediary has not entered into any other agreement with the Issuer or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.

(E) The Securities Intermediary is a “securities intermediary” (as defined in §8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Collection Account.

(F) The Securities Intermediary is not a “clearing corporation” (as defined in §8-102(a)(5) of the UCC).

11. Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

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Issuer:	c/o Owner Trustee
	Attention: [                    ]
Secured Party:	_____________
	Attention: [                    ]
Securities Intermediary:	__________________

Any party may change his address for notices in the manner set forth above.

13. Removal of Securities Intermediary. The Secured Party acting at the direction of the Issuer shall remove the Securities Intermediary if it ceases to be a Qualified Institution or a Qualified Trust Institution unless the Rating Agency Condition is satisfied in connection with the Securities Intermediary’s ceasing to be a Qualified Institution or a Qualified Trust Institution and appoint a Qualified Institution or a Qualified Trust Institution to act as successor Securities Intermediary hereunder. No removal of the Securities Intermediary shall become effective until a successor Securities Intermediary shall have been appointed by the Secured Party hereunder and shall have accepted such appointment in writing. Upon the appointment of a successor Securities Intermediary and its acceptance of such appointment, the removed Securities Intermediary shall transfer all items of property held by it to such successor (which items of property shall be transferred to a new Collection Account established and maintained by such successor). Following such appointment all references herein to Securities Intermediary shall be deemed a reference to such successor.

14. Indenture Trustee as Secured Party. The Secured Party shall at all times be the same Person that is the Indenture Trustee under the Indenture. Resignation or removal of the Indenture Trustee under the Indenture shall also constitute substitution of a successor Secured Party under this Agreement. Upon the acceptance of any appointment as successor Indenture Trustee under the Indenture, that successor Indenture Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the retiring or removed Secured Party under this Agreement shall promptly transfer to such successor Secured Party all items of property held by the Secured Party, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, whereupon such retiring or removed Secured Party shall be discharged from its duties and obligations under this Agreement.

15. No Petition. The Securities Intermediary, by entering into this Agreement, hereby covenants and agrees that it will not at any time institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the other Basic Documents.

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16. Limitation of Liability. (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) 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 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 statutory trust, and that no personal liability whatsoever shall attach to or be incurred by any agent of the Issuer (including the 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.

(c) The Securities Intermediary shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers. None of the Securities Intermediary or any agent or affiliate of the Securities Intermediary shall have any personal liability, whether direct or indirect and whether in contract, tort or otherwise (i) for any action taken or omitted to be taken by any of them hereunder or in connection therewith unless there has been a final judicial determination that such act or omission was performed or omitted in bad faith or constituted negligence or (ii) for any action taken or omitted to be taken by the Securities Intermediary at the express direction of the Issuer. In addition, the Securities Intermediary shall have no liability for making any investment or reinvestment of any cash balance in the Collection Account unless directed by the Issuer or the Servicer on behalf of the Issuer as provided in Section 3. The liabilities of the Securities Intermediary shall be limited to those expressly set forth in this Agreement. With the exception of this Agreement, the Securities Intermediary is not responsible for or chargeable with knowledge of any terms or conditions contained in any agreement referred to herein. Anything in this Agreement notwithstanding, in no event shall the Securities Intermediary be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Securities Intermediary has been advised of such loss or damage and regardless of the form of action.

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17. Indemnity. The Securities Intermediary shall be required to pay from its own account all expenses incurred by it in connection with its activities hereunder; provided, however that the Issuer shall cause the Servicer pursuant to the Sale and Servicing Agreement to indemnify the Securities Intermediary against any and all loss, liability or extraordinary expense incurred by it in connection with the performance of its duties hereunder; provided, further however, that the Servicer shall not be liable for any portion of any such amount resulting from the willful misfeasance, bad faith, or negligence of the Securities Intermediary. The Securities Intermediary shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Indemnification under this Section 17 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 17 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest.

18. Reliance. The Securities Intermediary shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing delivered to the Securities Intermediary under or in connection with this Agreement and believed by it to be genuine and to have been sent by the proper person. The Securities Intermediary may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

19. Termination. The rights and powers granted herein to the Secured Party have been granted in order to perfect its security interests in the Collection Account, are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interests of the Secured Party in the Collection Account has been terminated pursuant to the terms of the Indenture, all distributions in respect of the Certificate Balance and interest due to the Certificateholders has been paid in full and the Secured Party has notified the Securities Intermediary of the occurrence of such events in writing.

20. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

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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 AUTO OWNER TRUST 20    -
By:	, not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
	, not in its individual capacity but solely as Secured Party
By:
Name:
Title:
	, as Securities Intermediary
By:
Name:
Title:

7

EX-99.3

Exhibit 99.3

RESERVE ACCOUNT CONTROL AGREEMENT, dated as of                              , 20    , among CHASE AUTO OWNER TRUST 20    -    , a Delaware statutory trust (the “Issuer”),                         , not in its individual capacity but solely as indenture trustee (the “Secured Party”), and                         , a                          (the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings assigned in Section 1.1 of the Sale and Servicing Agreement between the Issuer and JPMorgan Chase Bank, National Association, dated as of                         , 20    , as the same may be amended and supplemented from time to time (the “Sale and Servicing Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

1. Establishment of Reserve Account. The Securities Intermediary hereby confirms that (a) the Securities Intermediary has established the Reserve Account, (b) the Reserve Account is a “securities account” as such term is defined in §8-501(a) of the UCC, (c) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Issuer as entitled to exercise the rights that comprise any financial asset credited to the Reserve Account, (d) all property delivered to the Securities Intermediary pursuant to the Sale and Servicing Agreement for deposit in the Reserve Account will be promptly credited to the Securities Account and (e) all securities or other property underlying any financial assets credited to the Reserve Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Reserve Account be registered in the name of the Issuer, payable to the order of the Issuer or specially indorsed to the Issuer except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

2. Treatment as “Financial Assets”. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Reserve Account shall be treated as a “financial asset” within the meaning of §8-102(a)(9) of the UCC. The Securities Intermediary agrees that any interest, cash dividends or other cash distributions received in respect of any Permitted Investments and the net proceeds of any sale or payment of any Permitted Investments shall be promptly credited to the Reserve Account.

3. Control by Secured Party. At all times prior to the termination of this Agreement as provided in Section 17, the Securities Intermediary shall take instructions and directions and act upon “entitlement orders” (within the meaning of §8-102(a)(8) of the UCC) issued by the Secured Party without further consent by the Issuer. Except as otherwise provided in this Section, the Securities Intermediary shall also comply with entitlement orders originated by the Issuer or the Class R Certificateholder without further consent by the Secured Party. If the Secured Party notifies the Securities Intermediary that the Secured Party will exercise exclusive control over the Reserve Account, the Securities Intermediary shall not comply with entitlement orders or other directions issued by the Issuer or the Class R Certificateholder. Funds on deposit in the Reserve Account shall be invested in Permitted Investments selected by

the Issuer or the Class R Certificateholder or by the Secured Party to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture. At all times prior to the termination of this Agreement as provided in Section 17, no property shall be released from the Reserve Account except upon the written instructions of the Secured Party or the Paying Agent.

4. Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Reserve Account and/or any financial assets credited thereto simultaneously to each of the Servicer and the Secured Party at the address set forth in Section 12.

5. Tax Allocations. All items of income, gain, expense and loss recognized in the Reserve Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Issuer.

6. Securities Intermediary’s Jurisdiction. This Agreement, the Reserve Account and the rights and obligations of the Securities Intermediary, the Secured Party and the Issuer with respect thereto shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the Relevant UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

7. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Reserve Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Secured Party. The financial assets and other items deposited to the Reserve Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Secured Party.

8. Notice of Adverse Claims. Except for the claims and interest of the Secured Party and of the Issuer in the Reserve Account, the Securities Intermediary does not know of any claim to, or interest in, the Reserve Account or in any “financial asset” (as defined in §8-102(a)(9) of the UCC) credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Reserve Account or in any financial asset credited thereto, the Securities Intermediary will promptly notify the Secured Party and the Issuer thereof.

9. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

10. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

(A) The Reserve Account has been established as set forth in Section 1 above and the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of the Reserve Account without the prior written consent of the Secured Party.

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(B) No financial asset is or will be registered in the name of the Issuer, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank.

(C) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

(D) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to any of the Reserve Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in §8-102(a) (8) of the UCC) of such person. The Securities Intermediary has not entered into any other agreement with the Issuer or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.

(E) The Securities Intermediary is a “securities intermediary” (as defined in §8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Reserve Account.

(F) The Securities Intermediary is not a “clearing corporation” (as defined in §8-102(a)(5) of the UCC).

11. Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Issuer:	c/o Owner Trustee
	Attention: [            ]
Secured Party:	Indenture Trustee
	Attention: [            ]
Securities Intermediary:	[                    ]

3

Any party may change his address for notices in the manner set forth above.

13. Removal of Securities Intermediary. The Secured Party acting at the direction of the Issuer shall remove the Securities Intermediary if it ceases to be a Qualified Institution or a Qualified Trust Institution unless the Rating Agency Condition is satisfied in connection with the Securities Intermediary’s ceasing to be a Qualified Institution or a Qualified Trust Institution and appoint a Qualified Institution or a Qualified Trust Institution to act as successor Securities Intermediary hereunder. No removal of the Securities Intermediary shall become effective until a successor Securities Intermediary shall have been appointed by the Secured Party hereunder and shall have accepted such appointment in writing. Upon the appointment of a successor Securities Intermediary and its acceptance of such appointment, the removed Securities Intermediary shall transfer all items of property held by it to such successor (which items of property shall be transferred to a new Reserve Account established and maintained by such successor). Following such appointment all references herein to Securities Intermediary shall be deemed a reference to such successor.

14. Indenture Trustee as Secured Party. The Secured Party shall at all times be the same Person that is the Indenture Trustee under the Indenture. Resignation or removal of the Indenture Trustee under the Indenture shall also constitute substitution of a successor Secured Party under this Agreement. Upon the acceptance of any appointment as successor Indenture Trustee under the Indenture, that successor Indenture Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the retiring or removed Secured Party under this Agreement shall promptly transfer to such successor Secured Party all items of property held by the Secured Party, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, whereupon such retiring or removed Secured Party shall be discharged from its duties and obligations under this Agreement.

15. No Petition. The Securities Intermediary, by entering into this Agreement, hereby covenants and agrees that it will not at any time institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the other Basic Documents.

16. Limitation of Liability. (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.

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(b) 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 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 statutory trust, and that no personal liability whatsoever shall attach to or be incurred by any agent of the Issuer (including the 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.

17. Termination. The rights and powers granted herein to the Secured Party have been granted in order to perfect its security interests in the Reserve Account, are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interests of the Secured Party in the Reserve Account has been terminated pursuant to the terms of the Indenture, all distributions in respect of the Certificate Balance and interest due to the Certificateholders have been paid in full and the Secured Party has notified the Securities Intermediary of the occurrence of such events in writing.

18. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

5

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 AUTO OWNER TRUST 20    -    

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

By:

Name:

Title:

                        , not in its individual capacity but solely as Secured Party

By:

Name:

Title:

                        , as Securities Intermediary

By:

Name:

Title:

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EX-99.4

Exhibit 99.4

SUBSERVICING AGREEMENT

Subservicing Agreement (the “Agreement”), dated as of                      , 20    , between JPMorgan Chase Bank, National Association, a national banking association (“JPMorgan Chase”), and Chase Auto Finance Corp., a Delaware corporation (the “Subservicer”).

WHEREAS, Chase Auto Owner Trust 20    -     (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”) and the Class [A-4] ___% Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes, the “Notes”) pursuant to an Indenture, dated as of                      , 20     (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Indenture”), between the Issuer and                     , as indenture trustee (the “Indenture Trustee”) and the     % Asset Backed Certificates (the “Certificates”) pursuant to an Amended and Restated Trust Agreement, dated as of                      , 20    , between JPMorgan Chase, as depositor, and                 , as owner trustee;

WHEREAS, in connection with the issuance of the Notes and the Certificates by the Issuer, JPMorgan Chase has entered into (i) a Sale and Servicing Agreement dated as of                      , 20     (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Sale and Servicing Agreement”), between the Issuer and JPMorgan Chase, as depositor and servicer, and (ii) an Administration Agreement dated as of                      , 20     among the Issuer, JPMorgan Chase, as administrator, and the Indenture Trustee (the “Administration Agreement”);

WHEREAS, JPMorgan Chase desires to have the Subservicer perform certain of its duties as servicer under the Sale and Servicing Agreement, certain of its duties as depositor under the Sale and Servicing Agreement and certain of its duties as administrator under the Administration Agreement, and to provide certain additional services as JPMorgan Chase may from time to time request; and

WHEREAS the Subservicer has the capacity to perform the services required hereby and is willing to perform such services for JPMorgan Chase on the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement.

SECTION 2. Duties of Subservicer With Respect to the Sale and Servicing Agreement. (a) The Subservicer agrees to perform all of the duties and obligations of the Servicer under the Sale and Servicing Agreement, except for the following:

(i) the indemnification obligations set forth in Section 3.6 thereof (Custodian’s Indemnification);

(ii) the purchase obligations set forth in Section 4.6 thereof (Purchase of Receivables Upon Breach);

(iii) the payment obligations set forth in Section 4.7 thereof (Servicing Fee);

(iv) the obligations set forth in Section 4.9(a) thereof (Annual Statement as to Compliance);

(v) the obligations set forth in Section 4.10 thereof (Reports on Assessment of Compliance with Servicing Criteria);

(vi) the payment obligation set forth in Section 5.4 thereof (Additional Deposits);

(vii) the indemnification obligations set forth in Section 7.2 thereof (Liability of Servicer; Indemnities);

(viii) the expense reimbursement obligations set forth in Section 8.1 thereof (Events of Servicing Termination); and

(ix) any other duties or obligations of the Servicer under the Sale and Servicing Agreement that JPMorgan Chase and the Subservicer shall from time to time agree shall not be performed by the Subservicer hereunder.

(b) The Subservicer agrees to deliver (i) the statement of compliance described in Item 1123 of Regulation AB in accordance with Section 4.9(a) of the Sale and Servicing Agreement, (ii) the report on compliance with the servicing criteria described in Item 1122 of Regulation AB in accordance with Section 4.10(a) of the Sale and Servicing Agreement and (iii) the attestation report of a public accounting firm on the assessment of compliance with such servicing criteria in accordance with Section 4.10(b) of the Sale and Servicing Agreement.

(c) The Subservicer agrees to perform the following duties of the Depositor under the Sale and Servicing Agreement:

(i) the obligations set forth in Section 4.9(b) thereof (Annual Statement of Compliance);

(ii) the obligations set forth in Section 10.2 thereof (Protection of Title to Owner Trust Estate); and

(iii) any other duties of the Depositor under the Sale and Servicing Agreement that JPMorgan Chase and the Subservicer shall from time to time agree shall be performed by the Subservicer hereunder.

SECTION 3. Duties of Subservicer With Respect to Administration Agreement. The Subservicer agrees to perform the following duties and obligations of the Administrator under the Administration Agreement:

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(i) 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 1(a)(i)(A) of the Administration Agreement);

(ii) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral in accordance with the provisions of the Indenture (Section 1(a)(i)(D) of the Administration Agreement);

(iii) the preparation of Definitive Notes and arranging the delivery thereof (Section 1(a)(i)(E) of the Administration Agreement);

(iv) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 1(a)(i)(H) of the Administration Agreement);

(v) 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 1(a)(i)(I) of the Administration Agreement);

(vi) the preparation and filing 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 1(a)(i)(J) of the Administration Agreement);

(vii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 (Section 1(a)(i)(K) of the Administration Agreement);

(viii) 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 1(a)(i)(L) of the Administration Agreement);

(ix) 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 1(a)(i)(M) of the Administration Agreement);

(x) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligation under the Indenture (Section 1(a)(i)(N) of the Administration Agreement);

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(xi) 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 1(a)(i)(O) of the Administration Agreement);

(xii) 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 (Section 1(a)(i)(P) of the Administration Agreement);

(xiii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 1(a)(i)(Q) of the Administration Agreement);

(xiv) 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 (Section 1(a)(i)(R) of the Administration Agreement);

(xv) 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 1(a)(i)(S) of the Administration Agreement);

(xvi) 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 (Section 1(a)(i)(U) of the Administration Agreement);

(xvii) the preparation and, after execution by the Issuer, the filing with the Commission and 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 (Section 1(a)(i)(W) of the Administration Agreement);

(xviii) 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 (Section 1(a)(i)(X) of the Administration Agreement);

(xix) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Section 1(a)(i)(Y) of the Administration Agreement, but excluding the mailing to the Noteholders of notices with respect to such supplemental indenture);

(xx) provide the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of the prepayment of the Notes (Section 1(a)(i)(AA) of the Administration Agreement);

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(xxi) 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 1(a)(i)(BB) of the Administration Agreement);

(xxii) 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 1(a)(i)(CC) of the Administration Agreement);

(xxiii) the preparation of any agreements with respect to alternate payment and notice provisions (Section 1(a)(i)(DD) of the Administration Agreement, but excluding delivery of such agreements to the Noteholders and the Indenture Trustee);

(xxiv) the recording of the Indenture, if applicable (Section 1(a)(i)(EE) of the Administration Agreement); and

(xxv) any other duties or obligations of the Administrator under the Administration Agreement that JPMorgan Chase and the Subservicer shall from time to time agree shall be performed by the Subservicer hereunder.

SECTION 4. Additional Duties of Subservicer With Respect to Regulation AB Compliance. In order to facilitate compliance by the Depositor, the Servicer and the Issuer with Regulation AB, upon the request of the Servicer or the Depositor, the Subservicer shall provide to the Depositor or the Servicer, as the case may be, any and all statements, reports, certifications and other information necessary to permit the Servicer, the Depositor and the Issuer to comply with the provisions of Regulation AB.

SECTION 5. Amendments to the Sale and Servicing Agreement and Administration Agreement. JPMorgan Chase shall not amend, or consent to any amendment of, the Sale and Servicing Agreement or the Administration Agreement without the prior written consent of the Subservicer.

SECTION 6. Compensation. As compensation for the performance of the Subservicer’s obligations under this Agreement, the Subservicer shall receive from JPMorgan Chase as compensation for its services hereunder such fees as shall be separately agreed upon from time to time between JPMorgan Chase and the Subservicer.

SECTION 7. Records. The Subservicer 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 JPMorgan Chase at any time during normal business hours.

SECTION 8. Independence of Subservicer. For all purposes of this Agreement, the Subservicer shall be an independent contractor and shall not be subject to the supervision of the JPMorgan Chase with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by JPMorgan Chase, the Subservicer shall

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have no authority to act for or represent JPMorgan Chase in any way and shall not otherwise be deemed an agent of JPMorgan Chase.

SECTION 9. No Joint Venture. Nothing contained in this Agreement shall (i) constitute the Subservicer and JPMorgan Chase as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed to impose any liability as such on either of them or (iii) be deemed to confer on either of them any express, implied or apparent authority to incur any obligation or liability on behalf of the other.

SECTION 10. Term of Agreement. Either party hereto may terminate this Agreement by providing the other party hereto with at least ninety (90) days’ prior written notice. Promptly upon the effective date of termination of this Agreement, the Subservicer shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination. The Subservicer shall forthwith upon termination deliver to JPMorgan Chase all property and documents relating to this Agreement then in the custody of the Subservicer.

SECTION 11. Expenses and Indemnification. (a) JPMorgan Chase shall directly pay, or reimburse the Subservicer for, the payment of, all expenses incurred by the Subservicer in connection with the performance of its duties and obligations under this Agreement, including but not limited to the reasonable fees and expenses of its legal counsel and accountants.

(b) In addition to the foregoing, JPMorgan Chase shall indemnify the Subservicer and its successors, assigns, agents and servants (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 (the “Expenses”) which may at any time be imposed on, incurred by, or asserted against any Indemnified Party in any way relating to or arising out of this Agreement; provided, that JPMorgan Chase shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from the Indemnified Party’s willful misconduct, bad faith or gross negligence.

(c) Notwithstanding anything contained herein to the contrary, JPMorgan Chase or any of its affiliates, shall be entitled to engage in any other kind of business, agency or trust relationship with the Subservicer, and to perform all services in connection therewith, as if the Subservicer were not acting on behalf of JPMorgan Chase hereunder. JPMorgan Chase shall not, by virtue of its or any of its affiliates acting in any other capacity under any other agreement or arrangement with the Subservicer or in connection with its other relationships with the Subservicer be deemed to have duties or responsibilities hereunder or be deemed to be held to a standard of care in connection with the performance of its duties on behalf of JPMorgan Chase hereunder, other than as expressly provided in this Agreement. The Subservicer may act on behalf of JPMorgan Chase hereunder without regard to and without additional duties or obligations arising from its or any of its affiliates acting in any other capacity under any other agreement or arrangement with JPMorgan Chase or in connection with its other relationships with JPMorgan Chase.

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SECTION 12. Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by JPMorgan Chase and the Subservicer.

SECTION 14. Successors and Assigns. This Agreement may not be assigned by either party hereto unless such assignment is previously consented to in writing by the other party hereto.

SECTION 15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 16. 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.

SECTION 17. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

SECTION 18. 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.

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

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION

By:

Name:

Title:

CHASE AUTO FINANCE CORP.

By:

Name:

Title:

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