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Exhibit 4.2
TRUST AGREEMENT, dated as of February 24, 1999, between Key Consumer
Acceptance Corporation, a Delaware corporation, as Depositor and Chase Manhattan
Bank Delaware, a Delaware banking corporation, not in its individual capacity
but solely as Owner Trustee. The Depositor and the Owner Trustee hereby agree as
follows:
1. The trust created hereby shall be known as "Key Auto Finance
Trust 1999-1", in which name the Owner Trustee may conduct the business of the
Trust, make and execute contracts and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and signs over
to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Owner Trustee hereby declares that it
will hold the trust assets in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitutes 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 Depositor 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 as otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery any licenses, contracts 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
Depositor.
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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.
KEY CONSUMER ACCEPTANCE CORPORATION,
as Depositor
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as Owner
Trustee
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
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