Exhibit 4.3(A)(5)


                             CERTIFICATE OF TRUST OF
                     Chase Manhattan Auto Owner Trust 1998-C
                     ---------------------------------------

                  THIS Certificate of Trust of Chase Manhattan Auto Owner Trust
1998-B (the "Trust"), dated as of May 13, 1998, is being duly executed and
filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee,
to form a business trust under the Delaware Business Trust Act (12 Del. C.
ss.3801 et seq.).

                  1.       Name. The name of the business trust formed hereby 
is Chase Manhattan Auto Owner Trust 1998-C.

                  2.       Delaware Trustee.  The name and business address of 
the trustee of the Trust in the State of Delaware is WILMINGTON TRUST COMPANY, 
Rodney Square North, 1100 North Market Square, Wilmington, Delaware 19890-0001, 
Attn: Corporate Trust Administration.

                  3.       This Certificate of Trust shall be effective as of 
the date filed. 

                  IN WITNESS WHEREOF, the undersigned, being the sole trustee of
the Trust, has executed this Certificate of Trust as of the date first above 
written.

                                    WILMINGTON TRUST COMPANY,
                                    as trustee

                                    By:  /s/ Keith Schuck
                                        ------------------------------
                                        Name:  Keith Schuck
                                        Title: Vice President