Exhibit 4.3(B)
Form of Trust Agreement
(Owner Trust)
TRUST AGREEMENT, dated as of ___________ __, 200_, between Chase
Manhattan Bank USA, National Association, as Seller, and __________________, 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 200_-_", in which name the Owner Trustee may engage in the transactions
contemplated hereby, make and execute contracts, and xxx 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.
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, NATIONAL ASSOCIATION, as
Seller
By: ______________________________
Name:
Title:
_____________________, not in its individual
capacity but solely as Owner Trustee
By: ______________________________
Name:
Title:
