POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ WALTER V. SHIPLEY
------------------------------------
Walter V. Shipley
Chairman of the Board and
Director and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ FRANK A. BENNACK, JR.
-------------------------
Frank A. Bennack, Jr.
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ SUSAN V. BERRESFORD
-----------------------
Susan V. Berresford
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ M. ANTHONY BURNS
--------------------
M. Anthony Burns
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ MELVIN R. GOODES
--------------------
Melvin R. Goodes
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ WILLIAM H. GRAY, III
------------------------
William H. Gray, III
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ GEORGE V. GRUNE
-------------------
George V. Grune
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ WILLIAM B. HARRISON JR.
---------------------------------------
William B. Harrison Jr.
Director and Vice Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ HAROLD S. HOOK
------------------
Harold S. Hook
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ THOMAS G. LABRECQUE
--------------------------
Thomas G. Labrecque
Director and President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ HENRY B. SCHACHT
--------------------
Henry B. Schacht
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ JOSEPH L. SCLAFANI
----------------------------
Joseph L. Sclafani
Principal Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ JOHN R. STAFFORD
--------------------
John R. Stafford
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ PETER J. TOBIN
-----------------------------
Peter J. Tobin
Executive Vice President
Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, in his or her capacity as an officer or member of the Board of Directors
of THE CHASE MANHATTAN BANK (the "Bank") and THE CHASE MANHATTAN CORPORATION
(the "Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, THOMAS
G. LABRECQUE, WILLIAM B. HARRISON, JR., PETER J. TOBIN, DEBORAH L. DUNCAN AND
ANTHONY J. HORAN, 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) any registration statement
(a "Registration Statement") of the Corporation, the Bank or any subsidiary or
affiliate of either, as appropriate, on Form S-11, Form S-1 or Form S-3 (or such
other form or forms as may be appropriate) for the registration under the
Securities Act of 1933 of one or more series of asset-backed securities
("Asset-Backed Securities") using any of the financial or other assets
originated or acquired by the Corporation, the Bank and their respective
subsidiaries and affiliates, including, but not limited to, commercial and
industrial loans, commercial and residential mortgage loans, consumer loans and
credit card or other consumer receivables, participations and interests in such
loans and/or receivables and financial instruments representing ownership of all
or a part of a pool or pools of such loans and/or receivables ("Assets"), which
Asset-Backed Securities shall consist of one or more of the following:
(i) debt obligations of the Bank, a subsidiary or affiliate of the
Corporation or the Bank, or any subsidiary or affiliated corporations,
partnerships, limited liability companies, trusts or other affiliated
or unaffiliated entities ("SPV's") of any of them, secured or to be
secured by identified Assets; (ii) fractional undivided ownership
interests in the corpus of a trust to which identified Assets have been
or will be conveyed; (iii) certificates representing a participation
interest in identified Assets or in a financial instrument acquired
with such Assets; (iv) interests in or obligations of a real estate
mortgage investment conduit (as defined in Section 860D of the Internal
Revenue Code of 1986 (the "Code") to which identified Assets will be
conveyed; (v) interests in or obligations of a financial asset
securitization investment trust (as defined in Section 1621 of the
Code) to which identified Assets will be conveyed; or (vi) interests in
an SPV formed by the Corporation, the Bank or one of their respective
subsidiaries or affiliates, to which identified Assets will be
conveyed,
and shall have such provisions 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 Corporation or the Bank before
the Commission 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 Asset-Backed
Securities pursuant to the resolutions of the respective Boards of Directors of
the Corporation and of the Bank, adopted in each case on February 18, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of August 1, 1997.
/s/ MARINA V.N. WHITMAN
-----------------------
Marina v.N. Whitman
Director