KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Bank (USA) (the
"Bank"), hereby constitutes and appoints, DEBORAH L. DUNCAN, CHARLES A. WALSH,
RICHARD L. CRAIG, MICHAEL H. GANZ, KEITH SCHUCK and ANDREW T. SEMMELMAN, and
each of them severally, his or her true and lawful attorneys-in-fact and agents,
with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Bank to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for this registration of (i)
debt obligations of the Bank or a limited purpose subsidiary of the Bank, or
other entity secured by a pledge of identified financial assets of the Bank,
(ii) fixed, fractional, undivided ownership interests in the corpus of a grantor
trust to which identified financial assets of the Bank will be conveyed, (iii)
certificates representing a participation interest in identified financial
assets of the Bank, or in a financial instrument acquired with such assets, (iv)
interests in a real estate mortgage investment conduit (as defined in Section
860D of the Internal Revenue Code of 1986, as amended) or (v) interests in a
limited purpose subsidiary or other entity of the Bank, to which identified
assets of the Bank will be conveyed, authorized for offer and issuance by the
Board of Directors of the Bank pursuant to resolutions adopted by such Board of
Directors on May 23, 1996 (the "Securities"), including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign the name of each undersigned director and officer in such capacity, to a
registration statement on Form S-1, Form S-3, Form S-11 or such other form as
may be determined to be applicable and, if appropriate, a second registration
statement that will become effective upon filing pursuant to Rule 462(b) under
the Act ("Registration Statements") to be filed with the SEC with respect to any
Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done in connection
therewith as the undersigned might or could do in person, and hereby ratifying
and confirming all that said attorneys-in-fact and agents and each of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of June 3, 1996.
/s/ William Hoefling
--------------------------
William Hoefling
Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Bank (USA) (the
"Bank"), hereby constitutes and appoints, DEBORAH L. DUNCAN, CHARLES A. WALSH,
RICHARD L. CRAIG, MICHAEL H. GANZ, KEITH SCHUCK and ANDREW T. SEMMELMAN, and
each of them severally, his or her true and lawful attorneys-in-fact and agents,
with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Bank to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for this registration of (i)
debt obligations of the Bank or a limited purpose subsidiary of the Bank, or
other entity secured by a pledge of identified financial assets of the Bank,
(ii) fixed, fractional, undivided ownership interests in the corpus of a grantor
trust to which identified financial assets of the Bank will be conveyed, (iii)
certificates representing a participation interest in identified financial
assets of the Bank, or in a financial instrument acquired with such assets, (iv)
interests in a real estate mortgage investment conduit (as defined in Section
860D of the Internal Revenue Code of 1986, as amended) or (v) interests in a
limited purpose subsidiary or other entity of the Bank, to which identified
assets of the Bank will be conveyed, authorized for offer and issuance by the
Board of Directors of the Bank pursuant to resolutions adopted by such Board of
Directors on May 23, 1996 (the "Securities"), including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign the name of each undersigned director and officer in such capacity, to a
registration statement on Form S-1, Form S-3, Form S-11 or such other form as
may be determined to be applicable and, if appropriate, a second registration
statement that will become effective upon filing pursuant to Rule 462(b) under
the Act ("Registration Statements") to be filed with the SEC with respect to any
Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done in connection
therewith as the undersigned might or could do in person, and hereby ratifying
and confirming all that said attorneys-in-fact and agents and each of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of June 27, 1996.
/s/ Charles R. Walsh
--------------------------
Charles R. Walsh
Director