Exhibit 4.2
TRUST AGREEMENT, dated as of October 28, 2003, between Chase
Manhattan Bank USA, National Association, as Seller (the "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 2003-C", in which name the Owner Trustee may engage in the
transactions contemplated hereby, make and execute contracts, and ▇▇▇ 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 statutory 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
WILMINGTON TRUST COMPANY, not
in its individual capacity but solely as
Owner Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Financial Services Officer