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EXHIBIT 4.2
TRUST AGREEMENT, dated as of November 24, 1997,
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 1997-2", 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 Tile 12
of the Delaware Code, 12 Del. C. sec. 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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