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CHASE MANHATTAN MARINE OWNER TRUST 1997-A
Class A-1 [____]% Asset Backed Notes
Class A-2 [____]% Asset Backed Notes
Class A-3 [____]% Asset Backed Notes
Class A-4 [____]% Asset Backed Notes
Class A-5 [____]% Asset Backed Notes
Class A-6 [____]% Asset Backed Notes
Class B [____]% Asset Backed Notes
Class C [____]% Asset Backed Notes
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CITSF ADMINISTRATION AGREEMENT
Dated as of October 1, 1997
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The CIT GROUP/SALES FINANCING, INC., as
CITSF Administrator
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TABLE OF CONTENTS
Page
1. Duties of CITSF Administrator..................................... 2
2. Compensation...................................................... 3
3. Additional Information To Be Furnished to Issuer.................. 3
4. Independence of CITSF Administrator............................... 3
5. No Joint Venture.................................................. 4
6. Other Activities of CITSF Administrator........................... 4
7. Term of Agreement................................................. 4
8. Action upon Termination........................................... 5
9. Notices........................................................... 6
10. Amendments........................................................ 7
11. Successors and Assigns............................................ 7
12. GOVERNING LAW..................................................... 8
13. Headings.......................................................... 8
14. Counterparts...................................................... 8
15. Severability...................................................... 8
16. Not Applicable to CITSF in Other Capacities....................... 8
17. Limitation of Liability of Owner Trustee, Indenture
Trustee and CITSF Administrator................................... 8
18. Third-Party Beneficiary........................................... 9
19. Nonpetition Covenants............................................. 9
20. Liability of CITSF Administrator.................................. 9
21. Indemnity......................................................... 10
EXHIBIT A - Form of Power of Attorney
i
CITSF ADMINISTRATION AGREEMENT, dated as of October 1, 1997, among
CHASE MANHATTAN MARINE OWNER TRUST 1997-A, a Delaware business trust (the
"Issuer"), THE CIT GROUP/SALES FINANCING, INC., a Delaware corporation, as
administrator (the "CITSF Administrator"), and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but
solely as Indenture Trustee (the "Indenture Trustee").
W I T N E S S E T H :
WHEREAS the Issuer is issuing the Class A-1 [____]% Asset Backed Notes
(the "Class A-1 Notes"), the Class A-2 [____]% Asset Backed Notes (the "Class
A-2 Notes"), the Class A-3 [____]% Asset Backed Notes (the "Class A-3 Notes"),
the Class A-4 [____]% Asset Backed Notes (the "Class A-4 Notes"), the Class A-5
[____]% Asset Backed Notes (the "Class A-5 Notes"), the Class A-6 [____]% Asset
Backed Notes (the "Class A-6 Notes"), the Class B [____]% Asset Backed Notes
(the "Class B Notes") and the Class C [____]% Asset Backed Notes (the "Class C
Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and the
Class B Notes, the "Notes") pursuant to the Indenture dated as of October 1,
1997 (as amended, modified or supplemented from time to time in accordance with
the provisions thereof, the "Indenture"), between the Issuer and the Indenture
Trustee and the Asset Backed Certificates (the "Certificates") pursuant to the
Trust Agreement dated as of October 1, 1997 (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Trust Agreement") among Chase USA and Chase (as defined below), as Depositors,
and Wilmington Trust Company, as owner trustee (the "Owner Trustee").
WHEREAS the Issuer has entered into certain agreements in connection
with the issuance of the Notes and the Certificates, including (i) a Sale and
Servicing Agreement dated as of October 1, 1997 (the "Sale and Servicing
Agreement") (capitalized terms used herein and not defined herein shall have the
meanings assigned such terms in the Sale and Servicing Agreement), among the
Issuer, Chase Manhattan Bank USA, N.A. ("Chase USA"), as a Seller, The Chase
Manhattan Bank ("Chase"), as a Seller, and The CIT Group/Sales Financing, Inc.,
as Servicer, (ii) the Trust Agreement and (iii) the Indenture (the Sale and
Servicing Agreement, the Trust Agreement and the Indenture being hereinafter
referred to collectively as the "Related Agreements");
WHEREAS pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (a) the Notes
and the collateral pledged therefor pursuant to the Indenture (the "Collateral")
and (b) the Certificates;
WHEREAS the Issuer desires to have the CITSF Administrator perform
certain of the duties of the Issuer and the Owner Trustee referred to herein,
and to provide such additional services consistent with the terms of this
Agreement and the Related Agreements as the Issuer may from time to time
request;
WHEREAS the CITSF Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the Issuer
and the Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Duties of CITSF Administrator. (a) Duties with Respect to the
Related Agreements. (i) Subsequent to the Closing Date and subject to the
cooperation of the Owner Trustee and the Indenture Trustee, to the extent such
cooperation is necessary to take any such action, the CITSF Administrator shall
take all appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to the following provisions of the Indenture:
(A) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the release
of collateral (Section 2.9);
(B) the preparation of all continuation statements, if any, in
accordance with Section 3.5 of the Indenture, necessary to protect the
Trust Estate (Section 3.5);
(C) the annual delivery of Opinions of Counsel, in accordance
with Section 3.6(b) of the Indenture, as to the Trust Estate, and the
annual delivery of the Officers' Certificate and certain other
statements, in accordance with Section 3.9 of the Indenture, as to
compliance with the Indenture (Sections 3.6 and 3.9);
(D) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligation under the
Indenture (Section 3.11(b));
(E) the preparation of an Officers' Certificate and the
obtaining of the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.1);
(F) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Trust Estate in any manner
permitted by law if an Event of Default shall have occurred and be
continuing, to the extent the CITSF Administrator is the practicable
party to take such action and
2
is indemnified for any losses and expenses in connection therewith
(Section 5.4);
(G) the obtaining of an Officers' Certificate, Opinion of
Counsel and Independent Certificates, if necessary, for the release of
the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(H) the preparation of all Officers' Certificates, Opinions of
Counsel and Independent Certificates with respect to any requests by
the Issuer to the Indenture Trustee to take any action under the
Indenture (Section 11.1(a));
(I) the preparation and delivery of Officers' Certificates and
the obtaining of Independent Certificates, if necessary, for the
release of property from the lien of the Indenture (Section 11.1(b));
(b) In furtherance of CITSF's obligations set forth in clause (B)
above, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to
the CITSF Administrator, and to each successor CITSF Administrator appointed
pursuant to the terms hereof, one or more powers of attorney substantially in
the form of Exhibit A hereto, appointing the CITSF Administrator the
attorney-in-fact of the Issuer for the purpose of executing on behalf of the
Issuer all such continuation statements.
2. Compensation. Compensation for the performance of the CITSF
Administrator's obligations under this Agreement shall be included in the
Servicing Fee.
3. Additional Information To Be Furnished to Issuer. The CITSF
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
4. Independence of CITSF Administrator. For all purposes of this
Agreement, the CITSF Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer or the Owner
Trustee, as the case may be, the CITSF Administrator shall have no authority to
act for or represent the Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.
5. No Joint Venture. Nothing contained in this Agreement shall (i)
constitute the CITSF Administrator and either of the Issuer or the Owner Trustee
as members of any partnership, joint venture, association, syndicate,
unincorporated business or other
3
separate entity or (ii) be construed to impose any liability as such on any of
them.
6. Other Activities of CITSF Administrator. (a) Nothing herein shall
prevent the CITSF Administrator or its affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as an
administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.
(b) The CITSF Administrator and its affiliates may generally engage in
any kind of business with any person party to a Related Agreement, any of its
affiliates and any person who may do business with or own securities of any such
person or any of its affiliates, without any duty to account therefor to the
Issuer, the Owner Trustee or the Indenture Trustee.
7. Term of Agreement. (a) This Agreement shall continue in force until
the earlier of (i) the dissolution of the Issuer or (ii) the termination of the
Servicer under the Sale and Servicing Agreement, upon which event this Agreement
shall automatically terminate.
(b) Subject to Sections 7(c) and (d), the Issuer may remove the CITSF
Administrator without cause by providing the CITSF Administrator with at least
60 days' prior written notice.
(c) Subject to Section 7(e), no removal of the CITSF Administrator
pursuant to Section 7(b) shall be effective until (i) a successor CITSF
Administrator shall have been appointed by the Issuer and (ii) such successor
CITSF Administrator shall have agreed in writing to be bound by the terms of
this Agreement in the same manner as the CITSF Administrator is bound hereunder.
(d) The appointment of any successor CITSF Administrator shall be
effective only after receipt of written confirmation from each Rating Agency
that the proposed appointment will not result in the qualification, downgrading
or withdrawal of any rating assigned to the Notes by such Rating Agency.
(e) Upon the termination of the CITSF Administrator pursuant to Section
7(a)(ii), Chase shall be the successor in all respects to the CITSF
Administrator in its capacity as Administrator under this Agreement, and shall
be subject to all the responsibilities, duties and liabilities arising
thereafter relating thereto placed on the CITSF Administrator by the terms and
provisions of this Agreement. As compensation therefor, Chase shall be entitled
to reasonable compensation from the Servicer.
(f) A successor CITSF Administrator shall execute, acknowledge and
deliver a written acceptance of its appointment
4
hereunder to the predecessor CITSF Administrator and to the Issuer. Thereupon
the termination of the predecessor CITSF Administrator shall become effective,
and the successor CITSF Administrator shall have all the rights, powers and
duties of the CITSF Administrator under this Agreement. The successor CITSF
Administrator shall mail a notice of its succession to the Noteholders and the
Certificateholders. The predecessor CITSF Administrator shall promptly transfer
or cause to be transferred all property and any related agreements, documents
and statements held by it as CITSF Administrator to the successor CITSF
Administrator and the predecessor CITSF Administrator shall execute and deliver
such instruments and do other things as may reasonably be required for fully and
certainly vesting in the successor CITSF Administrator all rights, powers,
duties and obligations hereunder.
(g) In no event shall a predecessor CITSF Administrator be liable for
the acts or omissions of any successor CITSF Administrator hereunder.
(h) In the exercise or administration of its duties hereunder and under
the Related Documents, the CITSF Administrator may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the CITSF Administrator shall not be liable for the conduct or misconduct of
such agents or attorneys if such agents or attorneys shall have been selected by
the CITSF Administrator with due care.
8. Action upon Termination. Promptly upon the effective date of
termination of this Agreement pursuant to Section 7(a) or the removal of the
CITSF Administrator pursuant to Section 7(b), the CITSF Administrator shall be
entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, if any. The CITSF Administrator shall forthwith upon
termination pursuant to Section 7(a)(i) deliver to the Issuer all property and
documents of or relating to the Collateral then in the custody of the CITSF
Administrator. In the event of the termination or removal of the CITSF
Administrator pursuant to Section 7(a)(ii) or (b), respectively, the CITSF
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the CITSF Administrator.
5
9. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
with copies to:
(i) Chase Manhattan Bank USA, National Association
802 Delaware Avenue
Wilmington, Delaware 19801
Attention: Controller
(ii) The Chase Manhattan Bank
c/o Chase Financial Corporation
260 West Huron
Cleveland, Ohio 44113
Attention: Chief Financial Officer
(cc: General Counsel)
(iii) The CIT Group/Sales Financing, Inc.
650 CIT Drive
Livingston, New Jersey 07039
Attention: President
(b) if to the CITSF Administrator, to
The CIT Group/Sales Financing, Inc.
650 CIT Drive
Livingston, New Jersey 07039
Attention: President
(c) if to the Indenture Trustee, to
Norwest Bank Minnesota,
National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0070
Attention: Asset-Backed Securities
(d) if to the Sellers, to
(i) Chase Manhattan Bank USA, National Association
802 Delaware Avenue
Wilmington, Delaware 19801
Attention: Controller
6
(ii) The Chase Manhattan Bank
c/o Chase Financial Corporation
260 West Huron
Cleveland, Ohio 44113
Attention: Chief Financial Officer
(cc: General Counsel)
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above, except that notices to the
Indenture Trustee are effective only upon receipt.
10. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the CITSF
Administrator and the Indenture Trustee, with the written consent of the Owner
Trustee and without the consent of the Noteholders and the Certificateholders,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders or Certificateholders; provided that such
amendment will not, as evidenced by an Opinion of Counsel, materially adversely
affect the interest of any Noteholder. This Agreement may also be amended by the
Issuer, the CITSF Administrator and the Indenture Trustee with the written
consent of the Owner Trustee and the holders of Notes evidencing a majority in
the Outstanding Amount of the Notes and the Certificate Interest of the
Certificates for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of Noteholders and the Certificateholders; provided,
however, that no such amendment may (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on
Receivables or distributions that are required to be made for the benefit of the
Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the
holders of Notes and Certificates which are required to consent to any such
amendment, without the consent of the holders of all the outstanding Notes and
Certificates. Notwithstanding the foregoing, the CITSF Administrator may not
amend this Agreement without (i) the permission of each Seller, which permission
shall not be unreasonably withheld and (ii) providing the Rating Agencies with
prior written notice of such amendment.
11. Successors and Assigns. This Agreement may not be assigned by the
CITSF Administrator unless such assignment is previously consented to in writing
by the Issuer, the Sellers and the Owner Trustee and subject to receipt by the
Owner Trustee of written confirmation from each Rating Agency that such
assignment will not result in the qualification, downgrading or withdrawal of
any rating assigned to the Notes by such Rating Agency in respect
7
thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the CITSF
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the CITSF Administrator without the consent of the Issuer or
the Owner Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the CITSF Administrator,
provided that such successor organization executes and delivers to the Issuer,
the Owner Trustee and the Indenture Trustee an agreement in which such
corporation or other organization agrees to be bound hereunder by the terms of
said assignment in the same manner as the CITSF Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
13. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
14. Counterparts. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
15. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
16. Not Applicable to CITSF in Other Capacities. Nothing in this
Agreement shall affect any obligation CITSF may have in any other capacity.
17. Limitation of Liability of Owner Trustee, Indenture Trustee and
CITSF Administrator. (a) Notwithstanding anything contained herein to the
contrary, this instrument has been signed by Wilmington Trust Company not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event shall Wilmington Trust Company in its individual capacity or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer. For
all purposes of this Agreement, in the performance of any duties or obligations
8
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Articles VI, VII and VIII of the
Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been signed by Norwest Bank Minnesota, National Association, not
in its individual capacity but solely as Indenture Trustee, and in no event
shall Norwest Bank Minnesota, National Association have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer.
(c) No recourse under any obligation, covenant or agreement of the
Issuer contained in this Agreement shall be had against the CITSF Administrator
as such by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that this Agreement is solely an obligation of the Issuer as a
Delaware business trust, and that no personal liability whatever shall attach to
or be incurred by the CITSF Administrator, as such, under or by reason of any of
the obligations, covenants or agreements of the Issuer contained in this
Agreement, or implied therefrom, and that any and all personal liability for
breaches by the Issuer of any such obligations, covenants or agreements, either
at common law or at equity, or by statute or constitution, of the CITSF
Administrator is hereby expressly waived as a condition of and in consideration
for the execution of this Agreement.
18. Third-Party Beneficiary. Each of the Sellers (to the extent
provided in Sections 7, 10 and 11) and the Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
19. Nonpetition Covenants. Notwithstanding any prior termination of
this Agreement, the CITSF Administrator and the Indenture Trustee shall not,
prior to the date which is one year and one day after the termination of this
Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or
cause the Issuer to invoke the process of any court of government authority for
the purpose of commencing or sustaining a case against the Issuer under any
Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Issuer or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Issuer.
20. Liability of CITSF Administrator. Notwithstanding any provision of
this Agreement, the CITSF Administrator shall not have any obligations under
this Agreement other than those specifically
9
set forth herein, and no implied obligations of the CITSF Administrator shall be
read into this Agreement. Neither the CITSF Administrator nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken in good faith by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct
and in no event shall the CITSF Administrator be liable under or in connection
with this Agreement for indirect, special, or consequential losses or damages of
any kind, including lost profits, even if advised of the possibility thereof and
regardless of the form of action by which such losses or damages may be claimed.
Without limiting the foregoing, the CITSF Administrator may (a) consult with
legal counsel (including counsel for the Issuer), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts and (b) shall incur no liability under or in
respect of this Agreement by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing (which may be by
facsimile) believed by it to be genuine and signed or sent by the proper party
or parties.
21. Indemnity. The CITSF Administrator shall indemnify, defend, and
hold harmless the Owner Trustee, the Indenture Trustee, the Issuer, the Sellers,
the Certificateholders and the Noteholders from and against all costs, expenses,
losses, claims, damages, and liabilities to the extent that such cost, expense,
loss, claim, damage, or liability arose out of, or was imposed upon such
Persons, through the willful misfeasance, gross negligence, or bad faith of the
CITSF Administrator in the performance of its duties under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Indemnification under this Section 21 shall include reasonable
fees and expenses of counsel in any litigation appointed by the CITSF
Administrator and reasonably satisfactory to the indemnitee; provided that the
CITSF Administrator shall only be required to pay the fees and expenses of one
counsel in any single litigation (or related proceedings) for all indemnities;
provided, however, if in the written opinion of counsel reasonably satisfactory
to the CITSF Administrator, the interests of an indemnitee and the CITSF
Administrator conflict such that the CITSF Administrator and such indemnitee may
not both be represented by such counsel, upon ten days prior written notice to
the CITSF Administrator, such indemnitee may hire one other counsel and the
indemnification under this Section 21 shall also include the reasonable fees and
expenses of such other counsel. If the CITSF Administrator shall have made any
indemnity payments, pursuant to this Section 21 and the recipient thereafter
collects any of such amounts from others, the recipient shall promptly repay
such amounts to the CITSF Administrator without interest. The indemnities under
this Section 21 shall survive the resignation or
10
removal of an indemnitee, or the termination of the Trust Agreement and this
Agreement.
The Issuer shall indemnify, defend, and hold harmless from and
against, and pay to the CITSF Administrator all reasonable costs, expenses,
losses, claims, damages, and liabilities arising out of or incurred in
connection with the acceptance or performance of the duties herein contained in
accordance with the terms and conditions herein and in the Related Documents,
except to the extent that such costs, expense, loss, claim, damage or liability:
(i) shall be due to the willful misfeasance, gross negligence or bad faith of
the CITSF Administrator; (ii) relates to any tax other than the taxes with
respect to which the CITSF Administrator shall be otherwise indemnified pursuant
to this Agreement; (iii) breach of any of its covenants set forth in the Related
Documents; or (iv) shall be one as to which the CITSF Administrator is required
to indemnify the Issuer. Any amounts due the CITSF Administrator pursuant to
this Section 21 shall be payable only to the CITSF Administrator from the
Reserve Account pursuant to Section 5.6(d) and Section 9.1(b) of the Sale and
Servicing Agreement.
11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
CHASE MANHATTAN MARINE OWNER TRUST
1997-A
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee,
By:
-----------------------------------
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual
capacity but solely as
Indenture Trustee,
By:
-----------------------------------
Name: Marianna Stershic
Title: Assistant Vice President
THE CIT GROUP/SALES FINANCING, INC.
as CITSF Administrator,
By:
-----------------------------------
Name:
Title:
12
EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as owner
trustee ("Owner Trustee") for Chase Manhattan Marine Owner Trust 1997-A
("Trust"), does hereby make, constitute and appoint THE CIT GROUP/SALES
FINANCING, INC., as CITSF Administrator under the Administration Agreement (as
defined below), and its agents and attorneys, as Attorneys-in-Fact to execute on
behalf of the Owner Trustee or the Trust all such continuation statements as it
shall be the duty of the Trust to prepare, file or deliver to protect the Trust
Estate (as defined in the Administration Agreement) pursuant to the Indenture
(as defined in the Administration Agreement). For the purpose of this Power of
Attorney, the term "Administration Agreement" means the CITSF Administration
Agreement, dated as of October 1, 1997, among the Trust, The CIT Group/Sales
Financing, Inc., as CITSF Administrator, and Norwest Bank Minnesota, National
Association, as Indenture Trustee, as such may be amended from time to time.
All powers of attorney for this purpose heretofore filed or executed by
the Owner Trustee are hereby revoked.
EXECUTED this ____ day of _______, 199_.
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee
By:
---------------------------------------
Name:
Title: