POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ DONALD L. BOUDREAU
----------------------
Donald L. Boudreau
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ MICHAEL J. BARRETT
----------------------
Michael J. Barrett
2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ LUKE S. HAYDEN
------------------
Luke S. Hayden
3
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ JOHN J. HEHIR, JR.
----------------------
John J. Hehir, Jr.
4
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ WILLIAM H. HOEFLING
-----------------------
William H. Hoefling
5
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ KEVIN T. HURLEY
-------------------
Kevin T. Hurley
6
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ THOMAS JACOB
----------------
Thomas Jacob
7
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ JOHN M. NUZUM, JR.
----------------------
John M. Nuzum, Jr.
8
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ KEITH W. SCHUCK
-------------------
Keith W. Schuck
9
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or a member of the Board of
Directors of CHASE MANHATTAN BANK, USA, NATIONAL ASSOCIATION (the "Bank") hereby
constitutes and appoints Donald L. Boudreau, Deborah L. Duncan, Michael
Urkowitz, John Hehir, Thomas Jacob, William Hoefling, Keith W. Schuck, Barbara
Toppeta and Andrew Semmelman, and each of them severally, with full power of
substitution in the premises, his or her true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) a
registration statement (a "Registration Statement") of the Bank on Form S-3 for
the registration under the Securities Act of 1933 of one or more series of
asset-backed securities ("Asset-Backed Securities") to be issued by one or more
trusts to be formed by the Bank representing fractional undivided owners
interests in, or debt obligations secured by, retail installment sales,
contracts, purchase money notes or other notes secured by ship mortgages or
other security interests in ships or boats and originated or acquired by the
Bank and its subsidiaries and affiliates, and other related assets, which shall
include such information and disclosure as such attorney-in-fact shall approve,
such approval to be conclusively evidenced by the execution thereof by such
attorney-in-fact, and any and all amendments (including post-effective
amendments) thereto, and all instruments necessary or appropriate in connection
therewith, and to file the same with the Securities and Exchange Commission
("Commission"), and to appear on behalf of the Bank before the Commision or
elsewhere, in connection with any matters relating to the registration of the
Asset-Backed Securities, each of said attorneys and agents to have power to act
with or without the others, and to have full power and authority to do and
perform in the name and on behalf of each of such officers or directors, and any
of them, every act whatsoever necessary or advisable to be done by the
undersigned in connection with the issuance of any such Asset-Backed Securities
pursuant to the resolutions of the Board of Directors of the Bank, adopted on
February 26, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of July 14, 1997.
/s/ MICHAEL URKOWITZ
--------------------
Michael Urkowitz
10