Exhibit 4.3(A)(3)
TRUST AGREEMENT, dated as of May 14, 1997, between Chase
Manhattan Bank USA, N.A., as Seller, and Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as Owner Trustee
(the "Owner Trustee"). The Seller and the Owner Trustee hereby agree as
follows:
1. The trust created hereby shall be known as "Chase
Manhattan Auto Owner Trust 1997-B", in which name the Owner Trustee may engage
in the transactions contemplated hereby, make and execute contracts, and sue
and be sued.
2. The Seller 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 Seller, which amount shall constitute
the initial trust estate. The Owner Trustee hereby declares that it will hold
the trust estate in trust for the Seller. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del.C. Section 3801 et seq. and that
this document constitute 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 Seller 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 Seller to take
such action as determined by the Seller 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 Seller.
2
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.
CHASE MANHATTAN BANK USA, N.A.,
as Seller
By: /s/ Keith Schuck
----------------------------
Name: Keith Schuck
Title: Vice President
WILMINGTON TRUST COMPANY, not in
its individual capacity but
solely as Owner Trustee
By: /s/ Emmett R. Harmon
----------------------------
Name: Emmett R. Harmon
Title: Vice President