item 14 exhibits financial statement schedules reports form 8k exhibits following documents filed part annual report form 10k exhibit number description 231 consent independent accountants 281 annual management report internal controls 282 annual servicers certificate pursuant section 410 agreement 283 annual independent accountants servicing reports pursuant section 411 agreement b reports form 8k following reports filed form 8k fourth quarter 1997 date items reported financial statements october 20 1997 5 7 monthly report certificateholders dated 101597 november 26 1997 5 7 monthly report certificateholders dated 111797 signature pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized chase manhattan grantor trust 1995b chase manhattan bank jeffrey hammer name jeffrey hammer title vice president date march 31 1998 index exhibits exhibit number description 231 consent independant accounts 281 annual management report internal controls 282 annual servicers certificate pursuant section 410 agreement 283 annual accountants report pursuant section 411 agreement exhibit 231 consent independent accountants hereby consent incorporation reference prospectuses constituting part registration statements form s3 3337575 form s1 nos 3394460 3399546 3398308 chase manhattan bank chase manhattan bank usa national association report dated march 25 1998 appearing exhibit 282 form 10k price waterhouse llp new york new york march 31 1998 exhibit 281 march 25 1998 management report internal control servicing securitized automobile financing receivables management chase manhattan bank responsible establishing maintaining effective system internal control servicing securitized automobile financing receivables designed provide reasonable assurance regarding proper servicing securitized automobile financing receivables system contains selfmonitoring mechanisms actions taken correct deficiencies identified inherent limitations effectiveness system internal control including possibility human error circumvention overriding controls accordingly even effective internal control system provide reasonable assurance respect servicing securitized automobile financing receivables changes conditions effectiveness internal control system may vary time management chase manhattan bank assessed system internal control servicing securitized automobile financing receivables december 31 1997 relation criteria effective internal control described internal control integrated framework issued committee sponsoring organizations treadway commission based assessment management believes december 31 1997 chase manhattan bank maintained effective system internal control servicing securitized automobile financing receivables jerry derojas jerry derojas senior vice president chase manhattan bank exhibit 282 annual servicers certificate chase manhattan bank chase manhattan grantor trust 1995b undersigned duly authorized representative chase manhattan bank chase servicer pursuant pooling servicing agreement dated november 1 1995 pooling servicing agreement chase norwest bank minnesota national association trustee hereby certify review activities servicer period january 1 1997 december 31 1997 conducted supervision based review servicer best knowledge fully performed material respects obligations chase manhattan bank usa na assignee servicers repurchase obligations fully performed obligations pooling servicing agreement throughout period material default performance obligations occurred continuing except set forth paragraph 3 none witness whereof undersigned duly executed certificate 31st day march 1998 jerry derojas jerry derojas senior vice president exhibit 283 report independent accountants march 25 1998 board directors chase manhattan bank examined managements assertion december 31 1997 chase manhattan bank maintained effective system internal control servicing securitized automobile financing receivables included accompanying management report internal control servicing securitized automobile financing receivables examination made accordance standards established american institute certified public accountants accordingly included obtaining understanding internal control servicing securitized automobile financing receivables testing evaluating design operating effectiveness internal control procedures considered necessary circumstances believe examination provides reasonable basis opinion inherent limitations internal control errors irregularities may occur detected also projections evaluation internal control financial reporting future periods subject risk internal control may become inadequate changes conditions degree compliance policies procedures may deteriorate opinion managements assertion december 31 1997 chase manhattan bank maintained effective system internal control servicing securitized automobile financing receivables fairly stated material respects based upon criteria effective internal control described internal control integrated framework issued committee sponsoring organizations treadway commission price waterhouse llp new york new york march 31 1998 item 14 exhibits financial statement schedules reports form 8k following documents filed part annual report form 10k exhibit number description 991 annual servicers certificate year ended december 31 1996 992 annual statement compliance year ended december 31 1996 993 annual independent public accountants servicing statement year ended december 31 1996 b c omitted signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized date march 31 1997 chase manhattan bank servicer jerry derojas name jerry derojas title senior vice president supplemental information furnished reports filed pursuant section 15d act registrants registered securities pursuant section 12 act annual report proxy statement form proxy soliciting material sent certificateholders period covered annual report form 10k registrant intend furnish materials certificateholders subsequent filing report index exhibits exhibit number description 991 annual servicers certificate year ended december 31 1996 992 annual statement compliance year ended december 31 1996 993 annual independent public accountants servicing statement year ended december 31 1996 exhibit 991 annual servicers certificate chase manhattan bank chase manhattan grantor trust 1995b undersigned duly authorized representative chase manhattan bank chase servicer pursuant pooling servicing agreement dated november 1 1995 pooling servicing agreement chase norwest bank minnesota national association trustee hereby certify 1 review activities servicer period january 1 1996 december 31 1996 conducted supervision 2 based review servicer best knowledge fully performed material respects obligations pooling servicing agreement throughout period material default performance obligations occurred continuing except set forth paragraph 3 none witness whereof undersigned duly executed certificate 27th day march 1997 sjerry derojas name jerry derojas title senior vice president exhibit 992 letterhead chase manhattan bank chase automotive finance jerry rojas chase manhattan automotive finance corporation senior vice president 900 stewart avenue garden city ny 11530 march 27 1997 management report internal control servicing securitized automobile financing receivables management chase manhattan bank responsible establishing maintaining effective system internal control servicing securitized automobile financing receivables designed provide reasonable assurance regarding proper servicing securitized automobile financing receivables system contains selfmonitoring mechanisms actions taken correct deficiencies identified inherent limitations effectiveness system internal control including possibility human error circumvention overriding controls accordingly even effective internal control system provide reasonable assurance respect servicing securitized automobile financing receivables changes conditions effectiveness internal control system may vary time management chase manhattan bank assessed system internal control servicing securitized automobile financing receivables december 31 1996 relation criteria effective internal control described internal control integrated framework issued committee sponsoring organizations treadway commission based assessment management believes december 31 1996 chase manhattan bank maintained effective system internal control servicing securitized automobile financing receivables sjerry derojas name jerry derojas title senior vice president chase manhattan bank exhibit 993 letterhead price waterhouse llp 1177 avenue americas new york ny 10036 telephone 2125967000 facsimile 2125968910 report independent accountants march 27 1997 board directors chase manhattan bank examined managements assertion december 31 1996 chase manhattan banks automotive financing division maintained effective system internal control servicing securitized automobile financing receivables included accompanying management report internal control servicing securitized automobile financing receivables examination made accordance standards established american institute certified public accountants accordingly included obtaining understanding internal control structure servicing securitized automobile financing receivables testing evaluating design operating effectiveness internal control structure procedures considered necessary circumstances believe examination provides reasonable basis opinion inherent limitations internal control structure errors irregularities may occur detected also projections evaluation system internal control servicing securitized automobile financing receivables future periods subject risk internal control structure may become inadequate changes conditions degree compliance policies procedures may deteriorate opinion managements assertion december 31 1996 chase manhattan banks automotive financing division maintained effective system internal control servicing securitized automobile financing receivables fairly stated material respects based upon criteria effective internal control described internal control integrated framework issued committee sponsoring organizations treadway commission board directors chase manhattan bank march 27 1997 report intended solely information use board directors management chase manhattan bank norwest bank minnesota national association trustee cash collateral trustee chase manhattan grantor trust 1995a chase manhattan grantor trust 1995b chase manhattan grantor trust 1996a sanwa bank limited new york branch cash collateral depositor chase manhattan grantor trust 1995a chase manhattan grantor trust 1995b chase manhattan grantor trust 1996a used purpose except copies may distributed trustee certificateholders standard poors corporation moodys investor service inc fitch investors service lp signed price waterhouse llp item 14 exhibits financial statement schedules reports form 8k exhibits following documents filed part annual report form 10k exhibit number description 231 consent independent accountants 281 annual management report internal controls 282 annual servicers certificate pursuant section 410 agreement 283 annual independent accountants servicing reports pursuant section 411 agreement b reports form 8k following reports filed form 8k 1998 date items reported financial statements january 30 1998 5 7 monthly report certificateholders dated 11598 march 2 1998 5 7 monthly report certificateholders dated 21698 march 23 1998 5 7 monthly report certificateholders dated 31698 april 27 1998 5 7 monthly report certificateholders dated 41598 may 22 1998 5 7 monthly report certificateholders dated 51598 june 23 1998 5 7 monthly report certificateholders dated 61598 july 28 1998 5 7 monthly report certificateholders dated 71598 august 25 1998 5 7 monthly report certificateholders dated 81798 september 25 1998 5 7 monthly report certificateholders dated 91598 october 23 1998 5 7 monthly report certificateholders dated 102398 december 4 1998 5 7 monthly report certificateholders dated 111698 january 13 1999 5 7 monthly report certificateholders dated 121598 signature pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized chase manhattan grantor trust 1995b chase manhattan bank jeffrey hammer name jeffrey hammer title vice president date march 26 1999 index exhibits exhibit number description 231 consent independant accounts 281 annual management report internal controls 282 annual servicers certificate pursuant section 410 agreement 283 annual accountants report pursuant section 411 agreement exhibit 231 consent independent accountants hereby consent incorporation reference prospectuses constituting part registration statements form s1 nos 3394460 3399546 3398308 chase manhattan bank report dated march 15 1999 appearing exhibit 282 form 10k pricewaterhousecoopers llp new york new york march 15 1999 exhibit 281 march 1999 management report internal control servicing securitized automobile financing receivables management chase manhattan bank responsible establishing maintaining effective system internal control servicing securitized automobile financing receivables designed provide reasonable assurance regarding proper servicing securitized automobile financing receivables system contains selfmonitoring mechanisms actions taken correct deficiencies identified inherent limitations effectiveness system internal control including possibility human error circumvention overriding controls accordingly even effective internal control system provide reasonable assurance respect servicing securitized automobile financing receivables changes conditions effectiveness internal control system may vary time management chase manhattan bank assessed system internal control servicing securitized automobile financing receivables december 31 1998 relation criteria effective internal control described internal control integrated framework issued committee sponsoring organizations treadway commission based assessment management believes december 31 1998 chase manhattan bank maintained effective system internal control servicing securitized automobile financing receivables jerry derojas jerry derojas senior vice president chase manhattan bank exhibit 282 annual servicers certificate chase manhattan bank chase manhattan grantor trust 1995b undersigned duly authorized representative chase manhattan bank chase servicer pursuant pooling servicing agreement dated november 1 1995 pooling servicing agreement chase norwest bank minnesota national association trustee hereby certify 1 review activities servicer period january 1 1998 december 31 1998 conducted supervision 2 based review servicer best knowledge fully performed material respects obligations chase manhattan bank usa na assignee servicers repurchase obligations fully performed obligations pooling servicing agreement throughout period material default performance obligations occurred continuing except set forth paragraph 3 none witness whereof undersigned duly executed certificate 15th day march 1999 jerry derojas jerry derojas senior vice president exhibit 283 report independent accountants march 15 1999 board directors chase manhattan bank examined managements assertion december 31 1998 chase manhattan bank maintained effective system internal control servicing securitized automobile financing receivables included accompanying management report internal control servicing securitized automobile financing receivables examination made accordance standards established american institute certified public accountants accordingly included obtaining understanding internal control servicing securitized automobile financing receivables testing evaluating design operating effectiveness internal control procedures considered necessary circumstances believe examination provides reasonable basis opinion inherent limitations internal control errors irregularities may occur detected also projections evaluation internal control financial reporting future periods subject risk internal control may become inadequate changes conditions degree compliance policies procedures may deteriorate opinion managements assertion december 31 1998 chase manhattan bank maintained effective system internal control servicing securitized automobile financing receivables fairly stated material respects based upon criteria effective internal control described internal control integrated framework issued committee sponsoring organizations treadway commission pricewaterhousecoopers llp new york new york march 15 1999 item 7 managements discussion analysis financial condition results operations chase manhattan corporation actively working year 2000 computer problem past several years made significant progress repairing systems corporations year 2000 remediation program includes repair systems servicer trust date corporation completed inventory assessment strategy phases year 2000 program phases corporation identified hardware software required modification developed implementation plans prioritized tasks established implementation time frames process undertaken corporation required working vendors thirdparty service providers customers well corporations internal users systems applications although many applications interfaces locations already able handle post year 2000 data processing much work remains completed 1998 year 2000 activities given highest priority corporation targeting major systems repaired including systems used corporation connection trust majority testing systems including used connection trust completed year end notwithstanding substantial expense involved efforts corporation expected trust required bear expense connection corporations year 2000 remediation program item 7a item 7 managements discussion analysis financial condition results operations omitted item 8 item 7 managements discussion analysis financial condition results operations year 2000 efforts chase auto finance coordinated managed monitored part year 2000 efforts chase manhattan corporation corporations year 2000 enterprise program office program office program office reports directly executive committee corporation responsible corporations year 2000 efforts technical businessrelated global basis addition year 2000 core team core team consisting senior managers internal audit technology risk control financial management control technology infrastructure division legal program office provides independent oversight process core team also reports directly corporations executive committee charged identifying key risks ensuring necessary management attention timely resolution project issues corporations year 2000 program continues progress january 1 1999 corporation established year 2000 business risk council comprised approximately 20 senior business leaders line managers risk managers representatives key staff functions identify potential year 2000 business risks coordinate planning readiness efforts refine contingency plans year 2000 establish year 2000 command center structure rapid response teams corporations year 2000 program tracked well defined milestones corporation completed inventory assessment phases schedule september 30 1997 identifying affected hardware software prioritizing tasks establishing implementation plans december 31 1998 substantially applications related operations chase auto finance remediated 1999 attention continue focused completing remediation business software applications well ensuring software application systems remediated tested certified remain year 2000 ready since early 1999 corporation increased tracking risk management third party service providers addition major focus 1999 continued customer street ie industrywide testing initiatives commenced third quarter 1998 corporation expects continue participate customer street tests continue scheduled remainder 1999 december 31 1998 corporations estimate year 2000 remediation costs 1997 1999 approximately 363 million none costs borne trust normal course business corporation manages many types risk corporation recognizes risks presented year 2000 unique given pervasive nature problem higher likelihood year 2000 risk may present multiple simultaneous impacts corporation adjusted continue adjust risk management processes contingency plans take probable anticipated effects account regard corporation begun event planning year 2000 goal preventing mitigating potential disruptions corporations year 2000 events planning includes creation command centers performance dress rehearsals simulation modeling various possible business operation risks establishment special rapid response technology teams scheduling availability key personnel additional training testing activities establishment rapid decision processes corporations expectations completion year 2000 remediation testing efforts anticipated costs complete project anticipated business operational financial risks corporation chase auto finance trust subject number uncertainties particular large number failures account obligors banks financial institutions participants national payments system could adversely affect timing amount collections receivables item 7a item 7a quantitative qualitative disclosures market risk applicable item 8 item 7a quantitative qualitative disclosures market risk applicable item 8 item 8 financial statements supplementary data omitted item 9 item 8 financial statements supplementary data omitted item 9 item 8 financial statements supplementary data omitted item 9 