Exhibit 4.3(B)(3) TRUST AGREEMENT, dated as of October 17, 1997, 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...

                                                               Exhibit 4.3(B)(3)

     TRUST AGREEMENT, dated as of October 17, 1997, 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 1997-C", 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 constitute 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.


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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.

                                       CHASE MANHATTAN BANK USA,
                                       NATIONAL ASSOCIATION, as Seller

                                       By: /s/ Xxxxx Xxxxxx
                                           Name: Xxxxx Xxxxxx
                                           Title: Vice President

                                       WILMINGTON TRUST COMPANY, not in its
                                       individual capacity but solely as Owner
                                       Trustee

                                       By: /s/ Xxxxxx X. Xxxxxx
                                           Name: Xxxxxx X. Xxxxxx
                                           Title: Vice President