Trust Agreement between Chase Manhattan Bank USA, N.A. and Wilmington Trust Company (Chase Manhattan Auto Owner Trust 2001-B)

Summary

Chase Manhattan Bank USA, National Association, as Seller, and Wilmington Trust Company, as Owner Trustee, enter into this agreement to establish the Chase Manhattan Auto Owner Trust 2001-B. The Seller transfers $1 to the Owner Trustee to create the initial trust estate, which the Owner Trustee will hold in trust for the Seller. The agreement outlines the formation of a Delaware business trust and provides for the execution of a more detailed, amended trust agreement in the future. The Owner Trustee's duties are limited until the amended agreement is signed, and it may resign with thirty days' notice.

EX-4.2 4 file003.txt TRUST AGREEMENT Exhibit 4.3(E) TRUST AGREEMENT, dated as of October 5, 2001, between Chase Manhattan Bank USA, National Association, 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 2001-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. ss.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 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. 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, NATIONAL ASSOCIATION, as Seller By: /s/ Frank R. Meyer ------------------------------ Name: Frank R. Meyer Title: Vice President WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: /s/ Donald G. MacKelcan ------------------------------- Name: Donald G. MacKelcan Title: Vice President