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                                                                  Exhibit 4.3(E)



     TRUST AGREEMENT, dated as of October 5, 2001, 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 2001-B", in which name the Owner Trustee may engage in the transactions
contemplated hereby, make and execute contracts, and sue 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.



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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/ Frank R. Meyer
                                        ------------------------------
                                        Name: Frank R. Meyer
                                        Title:  Vice President



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



                                   By:  /s/ Donald G. MacKelcan
                                        -------------------------------
                                        Name:  Donald G. MacKelcan
                                        Title:  Vice President