<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
(ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CHASE MANHATTAN GRANTOR TRUST 1996-B
(ISSUER WITH RESPECT TO CERTIFICATES)
------------------------
6025 UNITED STATES OF AMERICA 13-2633612
(PRIMARY STANDARD (STATE OR OTHER (I.R.S. EMPLOYER
INDUSTRIAL JURISDICTION OF IDENTIFICATION NO.)
CLASSIFICATION CODE INCORPORATION OR
NUMBER) ORGANIZATION)
------------------------
ONE CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK 10081
(212) 552-2222
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PETER J. TOBIN
CHIEF FINANCIAL OFFICER
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
NEW YORK, NEW YORK 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
Copies to:
MARTIN R. JOYCE, ESQ. LAURA PALMA WILLIAM A. GRAY
THE CHASE MANHATTAN BANK SIMPSON THACHER & ORRICK, HERRINGTON &
(NATIONAL ASSOCIATION) BARTLETT SUTCLIFFE
270 PARK AVENUE 425 LEXINGTON AVENUE 666 FIFTH AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10103
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable on or after the effective date of this
Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED(2) PER CERTIFICATE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Automobile Loan Pass-Through
Certificates................ $1,000,000 100% $1,000,000 $345.00
</TABLE>
(1) The securities are also being registered for the purpose of market-making.
(2) Estimated solely for purposes of calculating the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES
MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 16, 1996
PROSPECTUS
$
CHASE MANHATTAN GRANTOR TRUST 1996-B
% AUTOMOBILE LOAN PASS-THROUGH CERTIFICATES
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
SELLER AND SERVICER
------------------------
Principal, and interest to the extent of the Pass-Through Rate of % per
annum, will be distributed to the Certificateholders on the 15th day of each
month (or, if such 15th day is not a Business Day, the next following Business
Day), beginning , 1996. Each Certificate offered hereby will represent
a fractional undivided interest in the Chase Manhattan Grantor Trust 1996-B (the
'Trust') to be formed by The Chase Manhattan Bank (National Association). The
Trust property will include a pool of simple interest retail installment sales
contracts and purchase money loans secured by new and used automobiles and
light-duty trucks (the 'Receivables'), certain monies due thereunder on or after
, 1996 (the 'Cutoff Date'), security interests in the vehicles
financed thereby, benefits under a Cash Collateral Guaranty and the Cash
Collateral Account securing such
(cover continued on next page)
There currently is no secondary market for the Certificates and there is no
assurance that one will develop. The Underwriters expect, but are not obligated,
to make a market in the Certificates. There is no assurance that any such market
will develop or continue.
------------------------
THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST ONLY AND DO NOT REPRESENT
INTERESTS IN OR OBLIGATIONS OF THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
OR ANY AFFILIATE THEREOF. A CERTIFICATE IS NOT A DEPOSIT AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE 'FDIC'). THE RECEIVABLES ARE NOT
INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public (1) Discount the Seller (1)(2)
<S> <C> <C> <C>
Per Certificate... % % %
Total............. $ $ $
</TABLE>
(1) Plus accrued interest from , 1996, if any.
(2) Before deduction of expenses estimated at $ .
------------------------
This Prospectus may be used by Chase Securities Inc., an affiliate of the
Seller and a subsidiary of The Chase Manhattan Corporation, in connection with
offers and sales related to market-making transactions in the Certificates.
Chase Securities Inc. may act as principal or agent in such transactions. Such
sales will be made at prices related to prevailing market prices at the time of
sale.
The Certificates are being offered by the Underwriters, subject to prior
sale, when, as and if issued to and accepted by them, subject to approval of
certain legal matters by counsel for the Underwriters. The Underwriters reserve
the right to reject orders in whole or in part. It is expected that the
Certificates will be delivered in book-entry form, on or about ,
1996, through the facilities of DTC, CEDEL and Euroclear.
------------------------
CHASE SECURITIES INC. [ ]
------------------------
The date of this Prospectus is , 1996.
<PAGE>
(continued from previous page)
guaranty and proceeds from claims on certain insurance policies, all as more
fully described herein. The aggregate principal balance of the Receivables as of
the Cutoff Date was $ . The Final Distribution Date of the
Certificates will be .
The Certificates initially may be represented by Certificates registered in
the name of Cede & Co., the nominee of The Depository Trust Company ('DTC'). The
interests of beneficial owners of the Certificates will be represented by book
entries on the records of DTC and participating members thereof. Definitive
Certificates will be available only under the limited circumstances described
herein.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
REPORTS TO CERTIFICATEHOLDERS
Unless and until Definitive Certificates are issued (which will occur under
the limited circumstances described herein), unaudited monthly and annual
reports, containing information concerning the Trust and prepared by the
Servicer, will be sent by the Trustee only to Cede & Co., as the nominee of The
Depository Trust Company, and the registered holder of the Certificates (a
'Certificateholder'). Such reports will not constitute financial statements
prepared in accordance with United States generally accepted accounting
principles or that have been examined and reported upon by, with an opinion
expressed by, an independent public or certified public accountant. The Seller
does not intend to send any of its financial reports to Certificateholders or to
the owners of beneficial interests in the Certificates ('Certificate Owners').
AVAILABLE INFORMATION
The Seller has filed with the Commission on behalf of the Trust a
Registration Statement under the Securities Act of 1933, as amended, with
respect to the Certificates offered pursuant to this Prospectus. For further
information, reference is made to such Registration Statement, the amendments
thereof, the exhibits thereto and any reports and other documents incorporated
herein by reference as described below under 'Incorporation of Certain Documents
by Reference,' which are available for inspection without charge at the public
reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as the Regional Offices of the Commission
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such information
can be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. The
Servicer, on behalf of the Trust, will also file or cause to be filed with the
Securities and Exchange Commission (the 'Commission') such periodic reports as
are required under the Securities and Exchange Act, as amended (the 'Exchange
Act') and the rules and regulations of the Commission thereunder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All reports and other documents filed by the Servicer, on behalf of the
Trust, pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Certificates shall be deemed to be incorporated by reference
into this Prospectus and to be part hereof. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or replaces such statement. Any such statement so modified or replaced
shall not be deemed, except as so modified or replaced, to constitute a part of
this Prospectus.
The Servicer will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the documents incorporated herein by reference, except
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to the Servicer, attention: Corporate Secretary. Telephone
requests for such copies should be directed to the Servicer at (212) 270-6000.
2
<PAGE>
PROSPECTUS SUMMARY
This Summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus. Certain capitalized terms
used in the Summary are defined elsewhere in this Prospectus. Reference is made
to the 'Glossary of Terms' for the location herein of defined terms.
<TABLE>
<S> <C>
ISSUER.................... Chase Manhattan Grantor Trust 1996-B (the 'Trust').
SELLER/SERVICER........... The Chase Manhattan Bank (National Association) (the
'Bank,' 'Seller' or 'Servicer' in its respective
capacities as such).
SECURITIES OFFERED........ % Automobile Loan Pass-Through Certificates (the
'Certificates') representing fractional undivided
interests in the Trust. The Trust property will
include a pool of simple interest retail installment
sales contracts and purchase money loans (the
'Receivables'), secured by new and used automobiles
and light-duty trucks (the 'Financed Vehicles'), all
monies due thereunder on or after , 1996
(the 'Cutoff Date') (other than Late Fees), security
interests in the Financed Vehicles, benefits under
the Cash Collateral Guaranty and Cash Collateral
Account described below, proceeds from claims on
certain insurance policies, and certain rights under
the Pooling and Servicing Agreement (the 'Agreement')
between the Bank, as Seller and Servicer, and
, a national banking
association, as trustee (the 'Trustee'). The
Certificates will be offered for purchase in
denominations of $1,000 and integral multiples
thereof. See 'The Trust' and 'The Certificates--
General.'
REGISTRATION OF THE
CERTIFICATES.............. The Certificates initially will be represented by
Certificates registered in the name of Cede & Co.
('Cede'), as the nominee of The Depository Trust
Company ('DTC'). No person acquiring an interest in a
Certificate through the facilities of DTC will be
entitled to receive a Definitive Certificate
representing such person's interest in the Trust,
except in the event that Definitive Certificates are
issued under the limited circumstances described
herein. Certificateholders may elect to hold their
Certificates through DTC (in the United States) or
CEDEL or Euroclear (in Europe). All references herein
to Certificateholders shall reflect the rights of
Certificate Owners, as such rights may be exercised
through DTC and its Participants (including CEDEL and
Euroclear), except as otherwise specified herein. See
'The Certificates--Book-Entry Registration' and
'--Definitive Certificates.'
PASS-THROUGH RATE......... % per annum, calculated on the basis of a 360-day
year comprised of twelve 30-day months, payable
monthly.
DISTRIBUTION DATE......... The 15th day of each month (or, if such 15th day is
not a day on which the Trustee and banks located in
New York, New York, are open for the purpose of
conducting a commercial banking business (a 'Business
Day'), the next following Business Day).
INTEREST.................. On each Distribution Date, interest will be
distributed to the holders of record of the
Certificates as of the date immediately preceding
such Distribution Date or, if definitive certificates
are issued, the last day of the immediately preceding
calendar month (each such date, a 'Record Date'),
generally in an amount equal to the product of
one-twelfth of the Pass-Through Rate and the
aggregate principal balance of the Receivables as of
the first day of the preceding Collection Period (the
'Pool Balance'), after giving effect to any amounts
distributed with respect to principal on the
Distribution Date occurring in such Collection
Period. A 'Collection Period' with respect to a
Distribution Date
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
will be the calendar month preceding the month in
which such Distribution Date occurs.
PRINCIPAL................. All payments, including full and partial prepayments,
of principal collected by the Servicer during the
preceding Collection Period and certain other
payments allocable to principal, as described more
fully herein, will be distributed by the Trustee on
each Distribution Date.
ADVANCES.................. On the Business Day preceding each Distribution Date
(each, a 'Deposit Date'), the Servicer may, in its
sole discretion, make a payment with respect to each
Receivable (other than a Defaulted Receivable) equal
to the excess, if any, of (x) the product of the
principal balance of such Receivable as of the first
day of the related Collection Period and one-twelfth
of its Contract Rate, over (y) the interest actually
received by the Servicer with respect to such
Receivable from the Obligor or from payments of the
Repurchase Amount during or with respect to such
Collection Period. The Servicer may elect not to make
any Advance with respect to a Receivable to the
extent that the Servicer, in its sole discretion,
determines that such Advance is not recoverable from
subsequent payments on such Receivable or from
demands under the Cash Collateral Guaranty or from
subsequent payments of the Servicing Fee. See 'The
Certificates--Advances.'
SERVICING FEE............. The Servicer shall receive a monthly fee (the
'Servicing Fee'), payable on each Distribution Date,
in an amount equal to the product of one-twelfth of
1.00% per annum (the 'Servicing Fee Rate') and the
Pool Balance as of the first day of the related
Collection Period. In addition, the Servicing Fee
will include investment earnings on amounts on
deposit in the Certificate Account; provided,
however, that from and after the Collection Period in
which the Servicer fails to deposit an Advance with
respect to a Receivable other than because such
Receivable has been declared a Defaulted Receivable,
such investment income will not be paid to the
Servicer, but will be deposited in the Cash
Collateral Account or applied pursuant to the Loan
Agreement. The Servicer, on behalf of the Seller,
also will be entitled to collect and retain any late
charges, credit related extension fees, non-credit
related extension fees, administrative fees or
similar charges (collectively, 'Late Fees') paid by
the obligors under the Receivables (the 'Obligors').
See 'The Certificates--Servicing Compensation.'
CASH COLLATERAL ACCOUNT... The Trustee will have the right to demand payments
under a Cash Collateral Guaranty (the 'Cash
Collateral Guaranty') under certain circumstances
described below, issued pursuant to the Trust
Agreement described below. The Cash Collateral
Guaranty will be secured by an account (the 'Cash
Collateral Account'), which will be held in the name
of , as cash collateral
trustee (the 'Cash Collateral Trustee'). Pursuant to
the Cash Collateral Trust Agreement (the 'Trust
Agreement') among a financial institution (the 'Cash
Collateral Depositor') selected by the Bank, the Cash
Collateral Trustee, the Trustee and the Bank, as
Seller and Servicer, the Cash Collateral Account will
be funded on the date of the issuance of the
Certificates (the 'Closing Date') in the amount of
$ (the 'Initial Cash Collateral Amount')
from the proceeds of a loan to be made by the Cash
Collateral Depositor pursuant to a loan agreement
(the 'Loan Agreement'). The Cash Collateral Guaranty
will not be a recourse obligation of the Cash
Collateral Depositor, the Cash Collateral Trustee,
the Trustee or the Bank, as Seller and Servicer, and
will be secured solely with amounts, if any, on
deposit in the Cash Collateral Account. The Cash
Collateral Account and any amounts therein will not
be property of the Trust, but will be held in
accordance with the
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
Trust Agreement for the benefit of the Trustee and
the Cash Collateral Depositor, as secured parties and
as provided in the Trust Agreement.
With respect to any Distribution Date, the amount
available in the Cash Collateral Account (the
'Available Cash Collateral Amount') will equal the
lesser of (i) the amount on deposit in the Cash
Collateral Account (exclusive of investment earnings)
and (ii) the Required Cash Collateral Amount (as
described below under 'Required Cash Collateral
Amount'). On each Deposit Date, the Trustee shall
demand payment under the Cash Collateral Guaranty to
the extent of the sum of (a) the aggregate principal
balance of, and accrued and unpaid interest on
Receivables (such accrued interest for the Collection
Period in which such Receivable becomes a Defaulted
Receivable to be calculated at a rate equal to
one-twelfth of the sum of the Pass-Through Rate and
the Servicing Fee Rate to the extent not otherwise
collected) that the Servicer has determined to be
Defaulted Receivables during the preceding Collection
Period to the extent not covered by the amount
described in clause (A) of the definition of 'Excess
Collections,' (b) any Principal Carryover Shortfall
to the extent not covered by the amount described in
clause (A) of the definition of 'Excess Collections,'
certain amounts of accrued and unpaid interest that
have not been paid to Certificateholders and certain
unpaid Servicing Fees and (c) any additional amount
necessary to make distributions to Certificateholders
and pay the Servicing Fee to the Servicer on such
Distribution Date over the amount on deposit in the
Certificate Account with respect to the preceding
Collection Period (net of investment income and
Excess Collections) after giving effect to any
amounts obtained by making a demand under the Cash
Collateral Guaranty pursuant to clauses (a) and (b)
above ('Payment Deficiencies'), but in no event in an
amount greater than the Available Cash Collateral
Amount with respect to such Distribution Date.
Demands under the Cash Collateral Guaranty will be
funded solely from amounts, if any, on deposit in the
Cash Collateral Account. If the amount deposited in
the Cash Collateral Account is reduced to zero,
Certificateholders will bear directly the credit and
other risks associated with ownership of the
Receivables, including the risk that the Trust may
not have a perfected security interest in the
Financed Vehicles. See 'Certain Legal Aspects of the
Receivables.'
On each Distribution Date, any amounts on deposit in
the Certificate Account with respect to the preceding
Collection Period, after payments to the
Certificateholders and the Servicer have been made,
will be paid to the Cash Collateral Trustee for
application in accordance with the Trust Agreement.
See 'The Certificates--The Cash Collateral Account.'
Repayment on each Distribution Date of principal and
interest on the loan made by the Cash Collateral
Depositor to the trust established under the Trust
Agreement for the benefit of the Trustee and the Cash
Collateral Depositor (the 'Cash Collateral Trust
1996-B') will be made from funds available in the
Certificate Account after distributions of interest
and principal have been made to Certificateholders
and the Servicer, from amounts on deposit in the Cash
Collateral Account in excess of the Required Cash
Collateral Amount (after taking into account any
required deposits to, and withdrawals from, the Cash
Collateral Account), and from earnings on permitted
investments in the Cash Collateral Account. Repayment
of the loan made by the Cash Collateral Depositor
will not be recourse to the Trust, the Trustee, the
Seller, the Servicer, the Cash Collateral Trustee or
any Certificateholder.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
REQUIRED CASH COLLATERAL
AMOUNT.................... The amount on deposit in the Cash Collateral Account
on the initial Distribution Date will be $ .
On each Distribution Date thereafter, the Required
Cash Collateral Amount will equal % of the Pool
Balance as of the first day of the preceding
Collection Period, but in any event not less than the
lesser of (i) $ and (ii) the sum of the
Pool Balance as of the first day of the preceding
Collection Period, accrued interest thereon and an
amount equal to the product of such Pool Balance and
the Servicing Fee Rate (except that under certain
circumstances the Required Cash Collateral Amount
will be the amount set forth above using a percentage
of %). See 'The Certificates--The Cash Collateral
Account.'
OPTIONAL PURCHASE......... The Servicer may purchase all the Receivables on any
Distribution Date following a Record Date as of which
the Pool Balance has declined to 5% or less of the
Pool Balance as of the Cutoff Date. See 'The
Certificates--Termination.'
TRUSTEE...................
CASH COLLATERAL TRUSTEE...
TAX STATUS................ Simpson Thacher & Bartlett, special tax counsel to
the Bank, has advised that the Trust will be treated
as a grantor trust for federal income tax purposes
and not as an association taxable as a corporation.
Certificateholders must report their respective
allocable shares of income earned on Trust assets
and, subject to certain limitations applicable to
individuals, estates and trusts, may deduct their
respective allocable shares of reasonable servicing
and other fees paid or incurred by the Trust.
Investors should consult their own tax advisors to
determine the federal, state, local and other tax
consequences of the purchase, ownership, and
disposition of the Certificates. See 'Certain Federal
Income Tax Consequences.'
RATING.................... It is a condition of issuance of the Certificates
that they be rated in the highest rating category by
at least one nationally recognized rating agency.
There can be no assurance that this rating will not
be lowered or withdrawn if, in the sole judgment of
any such rating agency, circumstances in the future
so warrant.
ERISA CONSIDERATIONS...... The Certificates may, in general, be purchased by
employee benefit and other plans that are subject to
the Employee Retirement Income Security Act of 1974,
as amended ('ERISA'), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the 'Code') and by
persons investing 'plan assets' of such plans, upon
satisfaction of certain conditions described herein.
See 'ERISA Considerations.'
</TABLE>
6
<PAGE>
THE BANK'S PORTFOLIO OF MOTOR VEHICLE LOANS
ORIGINATION AND SERVICING OF MOTOR VEHICLE LOANS
The Bank purchases motor vehicle retail installment sales contracts
relating to new or used automobiles from automobile dealers ('Dealers') who
regularly originate and sell such contracts to the Bank pursuant to the terms of
approved Dealer agreements and assignments ('Assignments'), and the Bank also
makes purchase money loans secured by financed vehicles pursuant to arrangements
with Dealers in accordance with approved Dealer agreements. Dealer agreements
and Assignments related to motor vehicle retail installment sales contracts, and
Dealer agreements related to purchase money loans are collectively referred to
herein as 'Dealer Agreements'; such motor vehicle retail installment sales
contracts and purchase money loans are collectively referred to herein as 'Motor
Vehicle Loans.' Dealer Agreements are entered into with Dealers based upon a
financial review of each Dealer, and in some cases, the reputation and prior
experience of the Bank with such Dealer and its key management. Generally,
Dealers who sell new financed vehicles are franchised by the manufacturer of the
financed vehicles.
The Bank currently makes or purchases Motor Vehicle Loans involving Dealers
throughout the United States, except Alaska. Each Dealer makes representations
and warranties to the Bank with respect to the Motor Vehicle Loans, the obligors
on the Motor Vehicle Loans and the security interests in the financed vehicles
relating thereto, which representations and warranties typically include, among
others, that (i) to the best of the Dealer's knowledge, (a) no statements made
or furnished to the Bank by the obligor, the Dealer or any other person are
untrue or incomplete, (b) the obligor has not financed any down payment for the
financed vehicle, (c) the obligor is a bona fide applicant having legal capacity
to contract for a Motor Vehicle Loan, (d) the signature of the obligor on all
documents is genuine and (e) the amount stated in the Motor Vehicle Loan to be
due will in fact be due and payable at the time or times provided therein free
of any claims, defenses, setoffs or counterclaims; (ii) the Dealer has verified
the obligor's identification; (iii) the Dealer had indefeasible title to the
financed vehicle immediately prior to the purchase by the obligor, and the right
and authority to sell the vehicle to the obligor, free and clear of all liens
and encumbrances; (iv) the Dealer will secure and perfect for the Bank a
security interest in the financed vehicle free and clear of any liens or
encumbrances; and (v) the description of the financed vehicle in the Motor
Vehicle Loan is true and complete and the financed vehicle will be or has been
duly delivered to and accepted without revocation by the obligor. Generally,
these representations and warranties do not relate to the creditworthiness of
the obligors or the collectibility of the Motor Vehicle Loans. Upon breach of
any representation or warranty made by a Dealer, the Bank has a right of
recourse against such Dealer to require it to purchase or repurchase such Motor
Vehicle Loan. Generally, in determining whether to exercise any right of
recourse, the Bank considers the prior performance of the Dealer and other
business and commercial factors. The Bank, as Servicer, is obligated to enforce
such rights with respect to Dealer Agreements relating to the Motor Vehicle
Loans in accordance with the Bank's customary practices, and the right to any
proceeds received upon such enforcement will be conveyed to the Trust under the
Agreement. The Bank makes no representations as to the financial condition of
such Dealers to which the Bank has recourse, and there can be no assurance as to
the ability of any such Dealer to perform its obligations under a Dealer
Agreement.
The Bank or its affiliates service all of the Motor Vehicle Loans. The
servicing functions performed by the Bank or its affiliates on a predominantly
centralized basis include payment of Motor Vehicle Loan proceeds to Dealers,
customer service, document file keeping, computerized account record keeping,
vehicle titles processing and automated collections. Some servicing functions
are regionalized and are performed by support offices called Dealer Service
Centers ('DSCs') located in Garden City, New York (Northeast Region), Syracuse,
New York (North Central Region), Tampa, Florida (Southeast Region), Dallas,
Texas (Central Region) and San Diego, California (Western Region). The servicing
functions performed by the DSCs include certain aspects of Dealer liaison,
Dealer sales, credit underwriting, documentation reviews and collections as well
as other support services. The servicing policies and practices of the Bank may
change over time in accordance with the Bank's business judgment.
UNDERWRITING OF MOTOR VEHICLE LOANS
Each applicant for a Motor Vehicle Loan is evaluated individually by the
appropriate DSC based on uniform underwriting standards developed by the Bank.
These underwriting standards are intended to assess the applicant's ability to
repay such Motor Vehicle Loan and the adequacy of the financed vehicle as
collateral, based upon a review of the information contained in a loan
application form which generally lists the applicant's income, deposit accounts,
liabilities, credit history, employment history, and a description of the
financed vehicle intended to secure the Motor Vehicle Loan. Among the criteria
considered in evaluating the individual applications are (i) stability of the
obligor with specific regard to the obligor's length of residence in the area,
7
<PAGE>
occupation, length of employment, and whether the obligor rents or owns his or
her home; (ii) the obligor's payment history based on information known directly
by the Bank or as provided by various credit reporting agencies with respect to
present and past debt; (iii) a debt service to gross monthly income ratio test;
(iv) a loan to value ratio test taking into account the age, type and market
value of the financed vehicle; and (v) a credit bureau score.
The amount advanced under any Motor Vehicle Loan generally has not exceeded
(i) for a new financed vehicle, the manufacturer's suggested retail price or
(ii) for a used financed vehicle, 110% of the 'average trade' value stated in
the most recently published National Automobile Dealers Association Used Car
Price Guide plus taxes, and title and license fees on the financed vehicle.
However, the maximum amount advanced for Motor Vehicle Loans is often less than
such amounts depending on a number of factors, including the length of the Motor
Vehicle Loan term, and the model and year of the financed vehicle. These
adjustments are made to insure that the financed vehicle constitutes adequate
collateral to secure the Motor Vehicle Loan. In addition, whether a financed
vehicle is new or used, the Bank will also finance credit life/accident/health
insurance and service warranties under a Motor Vehicle Loan. The Bank's general
policy has been not to allow an applicant's debt service to gross monthly income
ratio to exceed 40%.
Since July 1988, an empirically based credit scoring process has been used
to objectively index the applicant's creditworthiness. This scoring process was
created using historical information from the data base of Motor Vehicle Loans
owned and serviced by the Bank and its affiliates. Through credit scoring, the
Bank evaluates credit profiles in order to satisfactorily quantify credit risk.
The credit scoring process entails the use of statistics to correlate common
characteristics with credit risk. The credit scoring process used by the Bank is
periodically reviewed to ensure its validity. In addition to the Bank's scoring
process, since July 1992 the Bank has used consumer reporting agency scores to
assist in the underwriting process. In February 1993, the Bank implemented an
automated approval and declination process for certain applications based on
selection criteria that was statistically derived from the data base of Motor
Vehicle Loans owned and serviced by the Bank and its affiliates. Except for the
applications that are automatically approved or denied, each application is
reviewed by a credit analyst. Except for the applications that are automatically
approved or denied, the Bank's scoring process and consumer reporting agency
scores are intended to provide a basis for lending decisions, but are not meant
to supersede the judgment of the credit analyst. Motor Vehicle Loan approval at
variance with standard credit guidelines has occurred, both before and after
implementation of the credit scoring process, but generally has required
concurrent approval of a second, designated senior credit analyst or credit
manager. Motor Vehicle Loans which do not comply with all of the Bank's
guidelines must have strong compensating factors which indicate a high ability
of the applicant to repay the loan. Generally in such cases, if a Motor Vehicle
Loan is approved it is because the obligor has made a down payment and the
amount financed is lower than the maximums permitted by the Bank's guidelines.
Detailed analysis of the Bank's portfolio is performed to evaluate the
effectiveness of the credit guidelines and scoring process. If external economic
factors, credit delinquencies or credit losses change, credit guidelines are
adjusted to maintain the asset quality deemed acceptable by the Bank's
management. Each day, the credit manager and credit supervisors of each DSC
review a computer selected group of Motor Vehicle Loans to ensure that credit
analysts are following the Bank's established policies and procedures. The Bank
randomly reviews, on a quarterly basis, the quality of the Motor Vehicle Loans
and conducts quality audits to ensure compliance with established policies and
procedures. The credit underwriting standards of the Bank may change over time
in accordance with the Bank's business judgment.
INSURANCE AND COLLECTION PROCEDURES
Each Motor Vehicle Loan requires the obligor to obtain fire, theft and
collision insurance or comprehensive and collision insurance with respect to the
financed vehicle. The Dealer Agreements include a representation and warranty
that each financed vehicle has such insurance at the time of origination of the
Motor Vehicle Loan. If an obligor fails to maintain the required insurance, the
Bank may, but is not obligated to, purchase limited collision and comprehensive
insurance (force placed insurance) to protect the interests of the Bank and the
obligor and to charge the obligor for the cost of such insurance.
The Bank previously purchased force placed insurance, but stopped this
practice in August 1993, and no force placed insurance coverage is currently in
effect on any of the Bank's Motor Vehicle Loans. The Trust does not include any
Motor Vehicle Loans on which force placed insurance was ever purchased for the
related financed vehicle, nor does the Trust include any Motor Vehicle Loans
with coverage commonly known as vendor's single interest and non-filing
insurance. There is no third party insurance of any kind covering this risk
8
<PAGE>
for any of the Motor Vehicle Loans included in the Trust. In addition, the Bank
does not independently verify whether obligors obtain or maintain the required
insurance either at or after the origination of a Motor Vehicle Loan. The Bank
does monitor its loss experience with respect to financed vehicles that are not
properly insured.
The Bank reserves the right to change its policy with respect to insurance
on financed vehicles in accordance with the Bank's business judgment.
As a result of a New York statutory change, for Motor Vehicle Loans
originated through New York dealers on and after approximately June 30, 1995,
the Bank has agreed not to obligate the related Obligor for the so-called 'GAP
amount' in the event there is a total loss of the vehicle caused by its theft,
confiscation or physical damage. The 'GAP amount' that the obligor will not be
obligated to pay is the difference between the amount owed on the Motor Vehicle
Loan as of the date of the total loss and the sum of: (1) any unpaid monthly
payments, unpaid late fees and other unpaid amounts due prior to the date of the
total loss, plus (2) the vehicle's actual cash value as of the date of the total
loss. If the obligor has maintained the insurance required under the Motor
Vehicle Loan, the vehicle's actual cash value shall have the same meaning as
under the insurance policy (inclusive of the deductible, which the Motor Vehicle
Loan specifies may be no higher than $500). If the obligor has not maintained
the insurance required under the Motor Vehicle Loan, the vehicle's actual cash
value shall mean the trade-in value of the vehicle in the N.A.D.A. Official Used
Car Guide (Eastern Edition) as of the date of the total loss. The Bank will not
maintain third party insurance of any kind against this risk, and the Bank does
not yet have any data on its expected loss experience on this risk.
Collection activities with respect to delinquent Motor Vehicle Loans are
performed by the Bank or its affiliates. Collection activities include prompt
investigation and evaluation of the causes of any delinquency. An obligor is
deemed current if an amount equal to no more than 10% of a scheduled monthly
payment remains unpaid.
An automated collection system is utilized to assist in collection efforts.
The automated collection system provides relevant obligor information (for
example, current addresses, phone numbers and loan information), records of all
contacts with obligors and, in some cases, automated dialing. The system also
records an obligor's promise to pay and allows supervisor review of collection
personnel activity, permits supervisors to modify priorities as to which
obligors should be contacted and provides extensive reports concerning Motor
Vehicle Loan delinquencies. Under current practices, contact, by mail and/or
telephone, is initiated with an obligor whose Motor Vehicle Loan has become 13
days delinquent. In the event that such contact fails to result in a payment
sufficient to bring scheduled payments current under the Motor Vehicle Loan,
personal telephone contact with the obligor is attempted on or after the 20th
day of delinquency. Generally, after a Motor Vehicle Loan continues to be
delinquent for 90 days, repossession procedures will have been implemented.
However, if a Motor Vehicle Loan is deemed uncollectible, if the financed
vehicle is deemed by collection personnel to be in danger of being damaged,
destroyed or made unavailable for repossession, or if the obligor voluntarily
surrenders the financed vehicle, a repossession may occur without regard to
length or existence of payment delinquency. Repossessions are generally
conducted by third parties who are engaged in the business of repossessing
vehicles for secured parties. After repossession, the obligor generally has an
additional 10 to 30 days to redeem the financed vehicle before the financed
vehicle is resold. Upon repossession and sale of the financed vehicle, any
deficiency remaining will be pursued to the extent deemed practical and to the
extent permitted by law.
Losses may occur in connection with delinquent Motor Vehicle Loans and can
arise in several ways, including inability to locate the financed vehicle or the
obligor, or because of a discharge of the obligor in a bankruptcy proceeding.
Generally, the Bank recognizes losses on Motor Vehicle Loans, as applicable, (a)
during the calendar month a financed motor vehicle is liquidated by the Bank if
the liquidation takes place at or before the end of the calendar month when more
than 10% of a scheduled payment of the Motor Vehicle Loan becomes 150 days
delinquent, (b) during the calendar month when more than 10% of a scheduled
payment of the Motor Vehicle Loan becomes 150 days delinquent if the Bank is not
in possession of the financed vehicle by the end of that calendar month, (c)
during the calendar month a financed motor vehicle is liquidated by the Bank if
the Bank comes into possession of the financed vehicle by the end of the
calendar month in which more than 10% of a scheduled payment of the Motor
Vehicle Loan becomes 150 days delinquent, (d) such earlier time as the Bank
deems the Motor Vehicle Loan uncollectible, or (e) at such other times or in
such a manner as the Bank believes is appropriate in accordance with its normal
and customary servicing practices and procedures; provided that such loss
recognition cannot be later than the calendar month in which more than 10% of a
scheduled payment of the Motor Vehicle Loan becomes 240 days delinquent. The
loss recognition and collection policies and practices of the Bank may change
over time in accordance with the Bank's business judgment.
9
<PAGE>
The Bank may, on a case-by-case basis, permit extensions with respect to
the due dates of payments on the Motor Vehicle Loans in accordance with its
normal and customary servicing practices and procedures, as described more fully
herein under 'The Certificates--Servicing Procedures.'
DELINQUENCY AND LOAN LOSS INFORMATION
The following tables set forth information with respect to the Bank's
experience relating to delinquencies, loan losses and recoveries for the
portfolio of new and used Motor Vehicle Loans owned or serviced by the Bank as
of the dates indicated and for each of the one year periods ended December 31,
1991, 1992, 1993, 1994 and 1995 and the three months ended March 31, 1996. The
portion of the Bank's portfolio of new and used Motor Vehicle Loans that provide
for payments based upon variable rate simple interest, the Rule of 78's and the
actuarial method are included in the following tables but are not included in
the Trust. The Bank does not maintain separate records that distinguish among
the delinquency and loan loss experience for Motor Vehicle Loans that provide
for payments based upon fixed rate simple interest, variable rate simple
interest, the rule of 78's and the actuarial method. The Bank believes, however,
that the delinquency and loan loss experience with respect to the fixed rate
simple interest Motor Vehicle Loans included in the Trust is not materially
different from the performance of the Bank's entire portfolio of Motor Vehicle
Loans.
Pursuant to a merger, as of January 1, 1993, the Bank commenced servicing
of Motor Vehicle Loans originated by its affiliate, Chase Lincoln First Bank,
National Association ('Chase Lincoln Bank'). None of the Motor Vehicle Loans
included in the Trust are loans originated by Chase Lincoln Bank (collectively,
'Chase Lincoln Loans'). From February 1993 through April 1995, the Bank or its
affiliates serviced Motor Vehicle Loans for The Chase Manhattan Bank of
Connecticut, National Association ('Chase Connecticut Bank'), which loans
(collectively, 'Chase Connecticut Loans') were originated using materially the
same Dealer Agreements, underwriting criteria and servicing standards as the
Bank's Motor Vehicle Loans. As of May 1, 1995, Chase Connecticut Bank was merged
into the Bank. The Motor Vehicle Loans included in the Trust may include Chase
Connecticut Loans, and the tables below include data with respect to Chase
Connecticut Loans for December 31, 1993 and thereafter. The Bank believes,
however, that the delinquency and loan loss experience for Chase Connecticut
Loans is not materially different from the performance of the Bank's entire
portfolio of Motor Vehicle Loans.
On December 1, 1995, the Bank purchased substantially the entire Motor
Vehicle Loan portfolio originated by its affiliate, The Chase Manhattan Private
Bank (Florida), National Association ('Chase Florida Bank'). The purchase
involved approximately 41,000 loans originated principally through Dealers
located in Florida ('Chase Florida Loans'), with such loans having an aggregate
outstanding principal balance at the time of purchase of approximately $400
million. The Motor Vehicle Loans included in the Trust, together with the data
in the tables below, include Chase Florida Loans. Chase Florida Loans were
originated using materially the same Dealer Agreements, underwriting criteria
and servicing standards as the Bank's Motor Vehicle Loans. The Bank believes
that the delinquency and loan loss experience of Motor Vehicle Loans originated
by Chase Florida Bank is not materially different from the performance of the
Bank's entire portfolio of Motor Vehicle Loans.
Notwithstanding anything to the contrary contained herein, Chase
Connecticut Loans and Chase Florida Loans were originated in the name of Chase
Connecticut Bank and Chase Florida Bank, respectively. Accordingly, recorded
liens on the Financed Vehicles related to such Motor Vehicle Loans, as well as
any insurance policies related to such Financed Vehicles, would be recorded in
the name of Chase Connecticut Bank or Chase Florida Bank, as appropriate, and
not in the name of the Bank itself. For administrative convenience, such
recorded liens and insurance policies have not been amended to reflect, in the
case of Chase Connecticut Loans, the merger of Chase Connecticut Bank into the
Bank or, in the case of Chase Florida Loans, the sale of such Motor Vehicle
Loans to the Bank, nor were the Obligors of such Motor Vehicle Loans notified of
the change in ownership of such Motor Vehicle Loans. However, the Bank has
succeeded to all of the rights and obligations of Chase Connecticut Bank and
Chase Florida Bank with respect to Chase Connecticut Loans and Chase Florida
Loans, respectively, and consequently the Bank believes that not amending such
liens and insurance policies and not notifying the related Obligors will not
materially adversely affect the interests of the Trust.
Although in September 1995 the Bank purchased substantially all outstanding
Motor Vehicle Loans originated by The Chase Manhattan Bank of Maryland ('Chase
Maryland Loans'), the delinquency and loan loss information set forth below does
not include Chase Maryland Loans, nor are Chase Maryland Loans included in the
Trust.
10
<PAGE>
DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
YEAR ENDED
THREE MONTHS -----------------------------------------------------------------------
ENDED
MARCH 1, 1996 DECEMBER 31, 1995 DECEMBER 31, 1994 DECEMBER 31, 1993
--------------------- --------------------- --------------------- ---------------------
NUMBER NUMBER NUMBER NUMBER
DOLLARS OF DOLLARS OF DOLLARS OF DOLLARS OF
(000'S) LOANS (000'S) LOANS (000'S) LOANS (000'S) LOANS
---------- ------- ---------- ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding Principal
Amount.................. $ $7,451,714 628,009 $6,028,312 516,621 $4,540,693 378,857
---------- ------- ---------- ------- ---------- ------- ---------- -------
---------- ------- ---------- ------- ---------- ------- ---------- -------
Delinquencies ($)(1)(2)
30-59 Days.............. $ $ 78,499 7,054 $ 52,963 5,704 $ 41,294 3,761
60-89 Days.............. 15,866 1,513 9,740 1,202 9,311 1,049
90 Days or More......... 8,654 786 5,353 761 4,176 421
---------- ------- ---------- ------- ---------- ------- ---------- -------
TOTAL Delinquencies....... $ $ 103,019 9,353 $ 68,056 7,667 $ 54,781 5,231
Repossession
Inventory(3)............ 7,290 443 2,444 273 3,232 335
---------- ------- ---------- ------- ---------- ------- ---------- -------
TOTAL Delinquencies &
Repossession
Inventory............... $ $ 110,309 9,796 $ 70,500 7,940 $ 58,013 5,566
---------- ------- ---------- ------- ---------- ------- ---------- -------
---------- ------- ---------- ------- ---------- ------- ---------- -------
Delinquencies (%)(1)(2)(4)
30-59 Days.............. % 1.05% 0.88% 0.91%
60-89 Days.............. % 0.21% 0.16% 0.21%
90 Days or More......... % 0.12% 0.09% 0.09%
---------- ---------- ---------- ----------
TOTAL Delinquencies....... % 1.38% 1.13% 1.21%
Repossession Inventory.... % 0.10% 0.04% 0.07%
---------- ---------- ---------- ----------
TOTAL Delinquencies &
Repossession
Inventory............... % 1.48% 1.17% 1.28%
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
<CAPTION>
DECEMBER 31, 1992 DECEMBER 31, 1991
--------------------- ---------------------
NUMBER NUMBER
DOLLARS OF DOLLARS OF
(000'S) LOANS (000'S) LOANS
---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Outstanding Principal
Amount.................. $3,007,240 233,877 $2,399,047 180,372
---------- ------- ---------- -------
---------- ------- ---------- -------
Delinquencies ($)(1)(2)
30-59 Days.............. $ 37,453 3,167 $ 31,728 2,535
60-89 Days.............. 7,963 682 8,102 625
90 Days or More......... 4,484 376 4,639 360
---------- ------- ---------- -------
TOTAL Delinquencies....... $ 49,900 4,225 $ 44,469 3,520
Repossession
Inventory(3)............ 3,907 393 3,943 379
---------- ------- ---------- -------
TOTAL Delinquencies &
Repossession
Inventory............... $ 53,807 4,618 $ 48,412 3,899
---------- ------- ---------- -------
---------- ------- ---------- -------
Delinquencies (%)(1)(2)(4)
30-59 Days.............. 1.25% 1.32%
60-89 Days.............. 0.26% 0.34%
90 Days or More......... 0.15% 0.19%
---------- ----------
TOTAL Delinquencies....... 1.66% 1.85%
Repossession Inventory.... 0.13% 0.16%
---------- ----------
TOTAL Delinquencies &
Repossession
Inventory............... 1.79% 2.02%
---------- ----------
---------- ----------
</TABLE>
- ------------------
(1) Delinquencies include principal amounts only.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
(3) For December 31, 1994 and earlier, amounts shown in repossession inventory
represent loans which have been written down to the fair market value of the
collateral, but where the related financed vehicles have not yet been sold.
For December 31, 1995, the amounts shown in repossession inventory represent
the total outstanding principal balance of the loans at that time.
(4) As a percent of outstanding principal in dollars.
<PAGE>
LOAN LOSS EXPERIENCE
(DOLLARS IN 000'S)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Number of Loans(1)............ 628,009 516,621 378,857 233,877 180,732
Period End Outstanding
Principal Amount............ $ $7,451,714 $6,028,312 $4,540,693 $3,007,240 $2,399,047
Average Outstanding Principal
Amount(2)................... $ $6,572,006 $5,104,644 $3,999,579 $2,702,488 $2,139,176
Number of Repossessions....... 1,863 1,590 2,064 1,807 1,435
Number of Gross Charge-Offs... 2,633 2,348 2,879 2,310 1,833
Gross Charge-Offs(3).......... $ $ 11,765 $ 10,639 $ 14,923 $ 13,456 $ 13,660
Gross Charge-Offs as a % of
Period End Outstanding
Principal Amount............ % 0.16% 0.18% 0.33% 0.45% 0.57%
Gross Charge-Offs as a % of
Average Outstanding
Principal Amount............ % 0.18% 0.21% 0.37% 0.50% 0.64%
Recoveries(4)................. $ $ (3,869) $ (4,700) $ (4,648) $ (2,846) $ (2,286)
Net Charge-Offs(5)............ $ $ 7,896 $ 5,939 $ 10,275 $ 10,610 $ 11,374
Net Charge-Offs as a % of
Period End Outstanding
Principal Amount............ % 0.11% 0.10% 0.23% 0.35% 0.47%
Net Charge-Offs as a % of
Average Outstanding
Principal Amount............ % 0.12% 0.12% 0.26% 0.39% 0.53%
</TABLE>
- ------------------
(1) Number of loans as of period end.
(2) Averages for 1993, 1994 and 1995 were computed by taking a simple average of
monthly average outstanding principal amounts for each period presented and
averages for 1991 and 1992 were computed by taking a simple average of
month-end outstanding principal amounts for each period presented.
(3) Amount charged off is remaining principal balance less proceeds from sale of
repossessed vehicles.
(4) Recoveries generally include amounts received with respect to loans
previously charged off, except for proceeds realized in connection with the
sale of the financed vehicles.
(5) Net charge-offs mean gross charge-offs minus recoveries of loans previously
charged off.
The data presented in the foregoing tables are for illustrative purposes
only. Delinquency and loan loss experience may be influenced by a variety of
economic, social and other factors. No assurance can be given that the
delinquency and loan loss information of the Bank, or of the Trust with respect
to the Receivables, in the future will be similar to that set forth above.
12
<PAGE>
THE TRUST
The Seller will establish the Trust by selling and assigning the Trust
property, as described below, to the Trustee in exchange for the Certificates.
Each Certificate will represent a fractional undivided interest in the Trust.
The Trust property will include a pool (the 'Receivables Pool') of the
Receivables and all payments due thereunder on or after the Cutoff Date (other
than Late Fees). The Trust property will also include (i) such amounts as from
time to time may be held in the Certificate Account established and maintained
by the Servicer in the name of the Trustee pursuant to the Agreement; (ii)
security interests in the Financed Vehicles; (iii) the benefit of the right to
demand payments under the Cash Collateral Guaranty that will be secured by the
Cash Collateral Account; (iv) the rights to proceeds as a result of the Seller's
exercise of its recourse rights against Dealers (as described herein under 'The
Bank's Portfolio of Motor Vehicle Loans--Origination and Servicing of Motor
Vehicle Loans'); (v) an assignment of the rights of the Seller to receive
proceeds from claims on theft and physical damage, credit life and credit
disability insurance policies covering the Financed Vehicles or the Obligors, as
the case may be, to the extent that such insurance policies relate to the
Receivables; and (vi) the rights with respect to any Financed Vehicle that has
been repossessed by the Servicer, on behalf of the Trustee.
The Trust will be formed for this transaction pursuant to the Agreement and
prior to formation will have had no assets or obligations. After formation, the
Trust will not engage in any activity other than acquiring and holding the
Receivables, issuing the Certificates, distributing payments thereon and as
otherwise described herein and as provided in the Agreement. The Trust will not
acquire any contracts or assets other than the Trust property described above
and will not have any need for additional capital resources. As the Trust does
not have any operating history and will not engage in any activity other than
issuing the Certificates and making distributions thereon, there has not been
included any historical or pro forma financial statements or ratio of earnings
to fixed charges with respect to the Trust. Inasmuch as the Trust has no
operating history, it is not possible to predict the operating performance of
the Trust while the Certificates are outstanding. While management of the Bank
believes that the figures and statistics contained herein for recent periods are
representative of past performance of Motor Vehicle Loans owned and serviced by
the Bank, there is no assurance that such performance is indicative of the
future performance of the Receivables, since future performance is dependent,
among other things, on general economic conditions and economic conditions in
the geographical areas in which the Obligors reside including, for example,
unemployment rates.
THE RECEIVABLES POOL
The Receivables represent Motor Vehicle Loans from the portfolio of the
Bank that:
(a) were acquired from or made through Dealers located in the United
States;
(b) have a remaining maturity, as of the Cutoff Date, of at least 6
months and not more than months;
(c) are secured by either new Financed Vehicles and had an original
maturity of at least months and not more than months, or used Financed
Vehicles and had an original maturity of at least months and not more
than months;
(d) are fully-amortizing fixed rate simple interest contracts which
provide for level scheduled monthly payments over their respective
remaining terms, have a simple interest contract rate (a 'Contract Rate')
of at least % and not more than %, and are not secured by any
interest in real estate;
(e) are secured by Financed Vehicles that, as of the Cutoff Date, had
not been repossessed without reinstatement;
(f) have not been identified on the computer files of the Bank as
relating to Obligors who were in bankruptcy proceedings as of the Cutoff
Date;
(g) were not delinquent for more than 30 days as of the Cutoff Date;
(h) have not been paid more than 3 months in advance as of the Cutoff
Date;
(i) have remaining principal balances, as of the Cutoff Date, of at
least $ and not greater than $ ;
(j) are secured by Financed Vehicles that were not insured by force
placed insurance, nor on which the Bank has purchased coverage commonly
known as vendor's single interest and non-filing insurance; and
(k) are not Chase Lincoln Loans, Chase Maryland Loans, or the subject
of a previous securitization.
13
<PAGE>
The Receivables were selected from the Motor Vehicle Loans in the portfolio
of the Bank that met the above criteria utilizing no selection procedures
adverse to the Certificateholders. For administrative reasons, the Bank first
selected all otherwise eligible Motor Vehicle Loans originated since
which were segregated and held for sale by the Bank, and then
the Bank selected other Motor Vehicle Loans from its portfolio which were not so
segregated. The Bank believes that such selection procedures are not adverse to
Certificateholders. Approximately % of the aggregate principal balance of
the Receivables, as of the Cutoff Date, were secured by new Financed Vehicles
and approximately % of the aggregate principal balance of the Receivables,
as of the Cutoff Date, were secured by used Financed Vehicles. Virtually none of
the Receivables provide for recourse to the Dealer in the event of default by
the Obligor except for breaches of the Dealer's representations and warranties
that do not relate to the creditworthiness of the Obligor. The Seller may not
substitute other Motor Vehicle Loans from the portfolio of the Bank, or any
other motor vehicle receivables, for the Receivables at any time during the term
of the Agreement.
All of the Receivables as of the Cutoff Date are simple interest contracts.
As payments are received under a simple interest contract, the finance charges
accrued to date are paid first, the unpaid amount financed (to the extent of the
remaining monthly scheduled payment) is paid second and then the remaining
payment is applied to the unpaid late charges. See 'The Certificates--Servicing
Procedures.' Accordingly, if an Obligor pays the fixed monthly installment in
advance of the date on which a payment is due (the 'Due Date'), the portion of
the payment allocable to finance charges for the period since the preceding
payment will be less than it would be if the payment were made on the Due Date,
and the portion of the payment allocable to reduce the amount financed will be
correspondingly greater. Conversely, if the Obligor pays the fixed monthly
installment after its Due Date, the portion of the payment allocable to finance
charges for the period since the last payment will be greater than it would be
if the payment were made on the Due Date, and the portion of the payment
allocable to reduce the amount financed will be correspondingly smaller. When
necessary, an adjustment is made at the maturity of the loan to the scheduled
final payment to reflect the larger or smaller, as the case may be, allocations
of payments to the amount financed under the Receivable as a result of early or
late payments, as the case may be.
In the case of the liquidation of a Receivable or repossession of a
Financed Vehicle, amounts recovered will be applied in accordance with the
Bank's normal and customary servicing practices and procedures. The Bank
reserves the right to change its policy with respect to the application of
amounts recovered from a liquidated Receivable or a repossessed Financed
Vehicle.
14
<PAGE>
The composition of the Receivables, distribution by contract rate of the
Receivables, distribution by manufacturer of the Financed Vehicles, and
geographic distribution of the Receivables, as of the Cutoff Date, are set forth
in the following tables.
COMPOSITION OF THE RECEIVABLES
<TABLE>
<CAPTION>
NEW FINANCED USED FINANCED
VEHICLES VEHICLES TOTAL
--------------- --------------- -----------------
<S> <C> <C> <C>
Aggregate Principal Balance....... $ $ $
Number of Receivables.............
Average Principal Balance......... $ $ $
Average Original Balance.......... $ $ $
Weighted Average Contract Rate.... % % %
Contract Rate (Range).............
Weighted Average Original Term.... months months months
Original Term (Range)............. months months months
Weighted Average Remaining Term... months months months
Remaining Term (Range)............ months months months
</TABLE>
DISTRIBUTION BY CONTRACT RATE OF THE RECEIVABLES
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF AGGREGATE
CONTRACT RATE RANGE RECEIVABLES PRINCIPAL BALANCE POOL BALANCE(1)
- ----------------------- ----------- ----------------- ---------------
<S> <C> <C> <C>
7.0% to below 7.5%.... $ %
7.5% to below 8.0%.... $ %
8.0% to below 8.5%.... $ %
8.5% to below 9.0%.... $ %
9.0% to below 9.5%.... $ %
9.5% to below 10.0%... $ %
10.0% to below 10.5%... $ %
10.5% to below 11.0%... $ %
11.0% to below 11.5%... $ %
11.5% to below 12.0%... $ %
12.0% to below 12.5%... $ %
12.5% to below 13.0%... $ %
13.0% to below 13.5%... $ %
13.5% to below 14.0%... $ %
14.0% to below 14.5%... $ %
14.5% to below 15.0%... $ %
15.0% to below 15.5%... $ %
15.5% to below 16.0%... $ %
16.0% to below 16.5%... $ %
16.5% to below 17.0%... $ %
17.0% to below 17.5%... $ %
17.5% to below 18.0%... $ %
18.0% to below 18.5%... $ %
18.5% to below 19.0%... $ %
19.0% to below 19.5%... $ %
19.5% to 20.0%......... $ %
----------- ----------------- -------
Total.................. $ 100.00%
----------- ----------------- -------
----------- ----------------- -------
</TABLE>
- ------------------
(1) Amounts shown do not total 100.00% due to rounding.
15
<PAGE>
DISTRIBUTION BY MANUFACTURER OF THE FINANCED VEHICLES
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF AGGREGATE
MANUFACTURER RECEIVABLES PRINCIPAL BALANCE POOL BALANCE(1)
- ---------------- ----------- ----------------- ---------------
<S> <C> <C> <C>
Acura........... $ %
Alfa Romeo......
Audi............
Bentley.........
BMW.............
Buick...........
Cadillac........
Chevrolet.......
Chrysler........
Dodge...........
Eagle...........
Ferrari.........
Ford............
Honda...........
Hyundai.........
Infiniti........
Isuzu...........
Jaguar..........
Jeep............
Lambourghini....
Lexus...........
Lincoln.........
Lotus...........
Maserati........
Mazda...........
Mercedes Benz...
Mercury.........
Mitsubishi......
Nissan..........
Oldsmobile......
Peugeot.........
Plymouth........
Pontiac.........
Porsche.........
Range Rover.....
Rolls Royce.....
Saab............
Saturn..........
Sterling........
Subaru..........
Suzuki..........
Toyota..........
Volkswagen......
Volvo...........
----------- ----------------- -------
Total........... $ 100.00%
----------- ----------------- -------
----------- ----------------- -------
</TABLE>
- ------------------
(1) Amounts shown do not total 100.00% due to rounding.
16
<PAGE>
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES(1)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF AGGREGATE
STATE RECEIVABLES PRINCIPAL BALANCE POOL BALANCE(2)
- ----------------------- ----------- ----------------- ---------------
<S> <C> <C> <C>
Alabama................ $ %
Arkansas...............
Arizona................
California.............
Colorado...............
Connecticut............
Delaware...............
District of Columbia...
Florida................
Georgia................
Hawaii.................
Idaho..................
Illinois...............
Indiana................
Iowa...................
Kansas.................
Kentucky...............
Louisiana..............
Maine..................
Maryland...............
Massachusetts..........
Michigan...............
Minnesota..............
Mississippi............
Missouri...............
Montana................
Nebraska...............
Nevada.................
New Hampshire..........
New Mexico.............
New Jersey.............
New York...............
North Carolina.........
Ohio...................
Oklahoma...............
Oregon.................
Pennsylvania...........
Rhode Island...........
South Carolina.........
South Dakota...........
Tennessee..............
Texas..................
Utah...................
Vermont................
Virginia...............
Washington.............
West Virginia..........
Wisconsin..............
----------- ----------------- -------
Total.................. $ 100.00%
----------- ----------------- -------
----------- ----------------- -------
</TABLE>
- ------------------
(1) Based on location of the Dealer from which the Motor Vehicle Loan was
acquired or through which it was made.
(2) Amounts shown do not total 100.00% due to rounding.
17
<PAGE>
MATURITY AND PREPAYMENT ASSUMPTIONS
The Receivables are prepayable by the Obligors at any time. To the extent
that prepayments are received on the Receivables, the actual weighted average
life of the Receivables will be shorter than a weighted average life calculation
based on the assumptions that payments will be made on schedule and that no
prepayments will be made. Weighted average life means the average amount of time
in which each dollar of principal on a receivable is repaid. Prepayments may
also result from liquidations due to default, receipt of proceeds from theft,
physical damage, credit life and credit disability insurance policies,
repurchases by the Seller as a result of the failure of a Receivable to meet
certain criteria set forth in the Agreement, purchases by the Servicer as a
result of a breach of certain of its covenants with respect to the Receivables
made by it in the Agreement or as a result of an exercise by the Servicer of its
option to purchase the Receivables Pool. Prepayments may also result from
demands under the Cash Collateral Guaranty with respect to Defaulted
Receivables. The rate of prepayments on the Receivables may be influenced by a
variety of economic, social and other factors, including the fact that an
Obligor may not sell or transfer the Financed Vehicle securing a Receivable
without the Seller's consent. The rate of prepayment of the Motor Vehicle Loans
may also be influenced by programs offered by lenders that solicit or make
available credit that may be used by Obligors to prepay Motor Vehicle Loans.
Such credit includes but is not limited to home equity lines of credit, consumer
installment credit and credit cards offered by lenders (including the Bank and
its affiliates). The Bank and its affiliates may, in the ordinary course of
business, offer general or targeted solicitations for such extensions of credit,
and such solicitations may be sent to Obligors. In addition, the Agreement will
provide a covenant that the Servicer may refinance an existing Motor Vehicle
Loan for an Obligor, so long as the proceeds of such refinanced loan would be
used to prepay such existing Motor Vehicle Loan in full and any such refinanced
loan is evidenced by a new promissory note. Any such loan thus created by a
refinancing would not be the property of the Trust.
The Bank maintains certain records of the historical prepayment experience
of its portfolio of indirect Motor Vehicle Loans. The Bank does not believe that
such records are adequate to provide meaningful information with respect to the
Receivables. In any event, no assurance can be given that prepayments on the
Receivables would conform to any historical experience, and no prediction can be
made as to the actual prepayment experience to be expected with respect to the
Receivables. Substantially all reinvestment risks resulting from any prepayments
of Receivables will be borne by the Certificateholders.
YIELD CONSIDERATIONS
Interest on the Receivables will be passed through on each Distribution
Date in an amount equal to the Pass-Through Rate applied to the Pool Balance on
the first day of the preceding Collection Period. In the event of a principal
prepayment on a Receivable, Certificateholders will generally receive interest
for the full month on such Receivable. See 'The Certificates--Distributions on
Certificates.'
Although the Receivables have different Contract Rates, each Receivable's
Contract Rate exceeds the sum of the Pass-Through Rate and the Servicing Fee
Rate. Therefore, disproportionate rates of prepayments between Receivables with
higher and lower Contract Rates will not affect the yield to Certificateholders.
POOL FACTORS
The Pool Balance represents the aggregate principal balance of the
Receivables at the end of a Collection Period, after giving effect to payments
allocated to principal received from obligors under the Receivables (the
'Obligors'), payments of Repurchase Amounts (as defined below under 'The
Certificates--Sale and Assignment of the Receivables') and demands on the Cash
Collateral Guaranty, in each case during, or with respect to, the Collection
Period then ended. The Pool Balance will be computed by allocating payments
received on each Receivable to principal and interest thereon using the simple
interest method. The 'Pool Factor' will be a seven-digit decimal which the
Servicer will compute each month indicating the Pool Balance at the end of the
month as a fraction of the Pool Balance as of the Cutoff Date. The Pool Factor
will be 1.0000000 as of the Cutoff Date; thereafter, the Pool Factor will
decline to reflect reductions in the Pool Balance. The amount of a
18
<PAGE>
Certificateholder's pro rata share of the Pool Balance for a given month can be
determined by multiplying the original denomination of such holder's Certificate
by the Pool Factor for that month.
Pursuant to the Agreement, Certificateholders will receive monthly reports
from the Trustee concerning payments received on the Receivables, the Pool
Balance, the Pool Factor, and various other items of information.
Certificateholders of record during any calendar year will be furnished
information for tax reporting purposes not later than the latest date permitted
by law. See 'The Certificates--General' and '--Statements to
Certificateholders.'
USE OF PROCEEDS
The net proceeds to be received by the Seller from the sale of
Certificates, estimated to be approximately $ , will be added to
its general funds.
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
The Bank is a national banking association and a member of the Federal
Reserve System. It is subject to the primary supervision of the Office of the
Comptroller of the Currency. Its deposits are insured by the FDIC. The Bank is
engaged in a general commercial banking and trust business, offering a full
range of commercial, corporate, international, financial markets, retail and
fiduciary banking services to corporations, governments, institutions and
individuals. As of December 31, 1995, the total assets and total common
stockholder's equity of the Bank were approximately $100.2 billion and $8.1
billion, respectively.
On March 31, 1996, The Chase Manhattan Corporation merged with and into
Chemical Banking Corporation and Chemical Banking Corporation, the surviving
corporation of the merger, changed its name to 'The Chase Manhattan Corporation'
('Chase'). Chase is the largest banking institution in the United States of
America, with over $300 billion in assets and $20 billion in stockholders'
equity. The principal banking subsidiaries of Chase are currently the Bank,
Chemical Bank ('Chemical') and Texas Commerce Bank National Association. The
Bank and Chemical have entered into an agreement pursuant to which the Bank will
merge with and into Chemical (the 'Merger'), with Chemical continuing as the
surviving corporation under the name 'The Chase Manhattan Bank.' The Merger is
expected to be completed in July 1996. After the Merger, the automobile finance
business of the Bank may be transferred to another affiliate of Chase.
The principal executive office of the Bank is located at One Chase
Manhattan Plaza, New York, New York 10081 (telephone (212) 552-2222).
THE CERTIFICATES
The Certificates offered hereby will be issued pursuant to the Agreement.
Copies of the Agreement (without exhibits) may be obtained by Certificateholders
upon request in writing to the Servicer. Citations to the relevant sections of
the Agreement appear below in parentheses. The following summary does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the Agreement.
GENERAL
In general, it is intended that, on each Distribution Date, the Paying
Agent will distribute to Certificateholders the sum of the aggregate principal
payments on the Receivables made during or with respect to the preceding
Collection Period plus a full month's interest at the Pass-Through Rate on the
Pool Balance as of the first day of such Collection Period. (Section 5.5.)
Interest to Certificateholders may be provided by payments made by or on behalf
of the Obligors, Advances or demands under the Cash Collateral Guaranty. A
prepayment of a Receivable may be made by or on behalf of an Obligor, by
application of insurance proceeds, as a result of a repurchase made by the
Seller or purchase made by the Servicer under the circumstances specified in the
Agreement, or, by foreclosure upon the respective Financed Vehicle or other
enforcement measures taken with respect to a Receivable that is delinquent prior
to it being designated a Defaulted Receivable and the realization of liquidation
19
<PAGE>
proceeds with respect thereto. See 'The Certificates--Sale and Assignment of the
Receivables,' '--The Cash Collateral Account' and '--Servicing Procedures.'
The Certificates will be offered for purchase in denominations of $1,000
and integral multiples thereof and will initially be represented by Certificates
registered in the name of the nominee of DTC (together with any successor
depository selected by the Seller, the 'Depository'), except as provided below.
The Seller has been informed by DTC that DTC's nominee will be Cede. No person
acquiring an interest in the Certificates through the facilities of DTC will be
entitled to receive a certificate representing such person's interest in the
Certificates, except as set forth below under 'Definitive Certificates.' Unless
and until Definitive Certificates are issued under the limited circumstances
described herein, all references herein to actions by Certificateholders shall
refer to actions taken by DTC upon instructions from its participating
organizations ('Participants'), and all references herein to distributions,
notices, reports and statements to Certificateholders shall refer to
distributions, notices, reports and statements to DTC or Cede, as the registered
holder of the Certificates, as the case may be, for distribution to Certificate
Owners in accordance with DTC procedures. See '--Definitive Certificates.'
(Section 7.8.)
Distributions of principal of and interest on the Certificates with respect
to each Collection Period will be made by, or on behalf of, the Trustee on the
Distribution Date immediately succeeding such Collection Period, commencing
, 1996. Each Collection Period will be one calendar month.
BOOK-ENTRY REGISTRATION
Certificateholders may hold their Certificates through DTC (in the United
States) or CEDEL or Euroclear (in Europe), which in turn hold through DTC, if
they are participants of such systems, or indirectly through organizations that
are participants in such systems.
Cede, as nominee for DTC, will hold the global Certificates. CEDEL and
Euroclear will hold omnibus positions on behalf of the CEDEL Participants and
the Euroclear Participants, respectively, through customers' securities accounts
in CEDEL's and Euroclear's names on the books of their respective depositaries
(collectively, the 'Depositaries') which in turn will hold such positions in
customers' securities accounts in the Depositaries' names on the books of DTC.
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a 'clearing
corporation' within the meaning of the New York Uniform Commercial Code, and a
'clearing agency' registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its Participants and
facilitate the clearance and settlement of securities transactions between
Participants through electronic book-entry changes in accounts of its
Participants, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers (who may
include the Underwriters), banks, trust companies and clearing corporations and
may include certain other organizations, including CEDEL and Euroclear. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly (the 'Indirect
Participants').
Transfers between Participants will occur in accordance with DTC rules.
Transfers between CEDEL Participants and Euroclear Participants will occur in
the ordinary way in accordance with their applicable rules and operating
procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC in the United States, on the one hand, and directly or indirectly
through CEDEL Participants (as defined herein) or Euroclear Participants (as
defined herein), on the other, will be effected in DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by its
Depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its Depositary to take action to effect
final settlement on its behalf by delivering or receiving securities in DTC, and
making or receiving payment in accordance with normal procedures for same-day
funds
20
<PAGE>
settlement applicable to DTC. CEDEL Participants and Euroclear Participants may
not deliver instructions directly to the Depositaries.
Because of time-zone differences, credits or securities in CEDEL or
Euroclear as a result of a transaction with a Participant will be made during
the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in such
securities settled during such processing will be reported to the relevant CEDEL
Participant or Euroclear Participant on such business day. Cash received in
CEDEL or Euroclear as a result of sales of securities by or through a CEDEL
Participant or a Euroclear Participant to a Participant will be received with
value on the DTC settlement date but will be available in the relevant CEDEL or
Euroclear cash account only as of the business day following settlement in DTC.
Certificate Owners that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interest
in, Certificates may do so only through Participants and Indirect Participants.
In addition, Certificate Owners will receive all distributions of principal of
and interest on the Certificates from the Trustee through the Participants who
in turn will receive them from DTC. Under a book-entry format, Certificate
Owners may experience some delay in their receipt of payments, since such
payments will be forwarded by the Trustee to Cede, as nominee for DTC. DTC will
forward such payments to its Participants which thereafter will forward them to
Indirect Participants or Certificate Owners. It is anticipated that the only
'Certificateholder' will be Cede, as nominee of DTC. Certificate Owners will not
be recognized by the Trustee as Certificateholders, as such term is used in the
Agreement, and Certificate Owners will only be permitted to exercise the rights
of Certificateholders indirectly through DTC, CEDEL or Euroclear and their
respective participating organizations.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Certificates and is required to
receive and transmit distributions of principal and interest on the
Certificates. Participants and Indirect Participants with which Certificate
Owners have accounts with respect to the Certificates similarly are required to
make book-entry transfers and receive and transmit such payments on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess Certificates, Certificate Owners will receive payments and will
be able to transfer their interests.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Certificate
Owner to pledge Certificates to persons or entities that do not participate in
the DTC system, or otherwise take actions in respect of such Certificates, may
be limited due to the lack of a physical certificate for such Certificates.
DTC has advised the Seller that it will take any action permitted to be
taken by a Certificateholder under the Agreement only at the direction of one or
more Participants to whose account with DTC the Certificates are credited.
Additionally, DTC has advised the Seller that it will take such actions with
respect to specified percentages of the Pool Balance evidenced by the
Certificates only at the direction of and on behalf of Participants whose
holdings include undivided interests that satisfy such specified percentages.
DTC may take conflicting actions with respect to other undivided interests to
the extent that such actions are taken on behalf of Participants whose holdings
include such undivided interests.
CEDEL Bank, societe anonyme is incorporated under the laws of Luxembourg as
a professional depository. CEDEL holds securities for its participating
organizations ('CEDEL Participants') and facilitates the clearance and
settlement of securities transactions between CEDEL Participants through
electronic book-entry changes in accounts of CEDEL Participants, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled by CEDEL in any of 28 currencies, including United States dollars. CEDEL
provides to its CEDEL Participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. CEDEL interfaces with domestic
markets in several countries. As a professional depository, CEDEL is subject to
regulations by the Luxembourg Monetary Institute. CEDEL Participants are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations and may include the Underwriters. Indirect
access to CEDEL is also available to others, such as
21
<PAGE>
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a CEDEL Participant, either directly or indirectly.
The Euroclear System (the 'Euroclear System') was created in 1968 to hold
securities for participants of the Euroclear System ('Euroclear Participants')
and to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, thereby eliminating
the need for physical movement of certificates and any risk from lack of
simultaneous transfers of securities and cash. Transactions may now be settled
in any of 27 currencies, including United States dollars. The Euroclear System
includes various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangement for cross-market transfers with DTC described above. The Euroclear
System is operated by Morgan Guaranty Trust Company of New York, Brussels,
Belgium office (the 'Euroclear Operator' or 'Euroclear'), under contract with
Euroclear Clearance System, S.C., a Belgian cooperative corporation (the
'Cooperative'). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for the Euroclear System on behalf of Euroclear Participants. Euroclear
Participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries and may include the
Underwriters. Indirect access to the Euroclear System is also available to other
firms that clear through or maintain a custodial relationship with a Euroclear
Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the 'Terms and Conditions'). The Terms and Conditions govern
transfers of securities and cash within the Euroclear System, withdrawal of
securities and cash from the Euroclear System, and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific certificates
to specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear Participants and has no record
of or relationship with persons holding through Euroclear Participants.
Distributions with respect to Certificates held through CEDEL or Euroclear
will be credited to the cash accounts of CEDEL Participants or Euroclear
Participants in accordance with the relevant system's rules and procedures, to
the extent received by its Depositary. Such distributions will be subject to tax
reporting in accordance with relevant United States tax laws and regulations.
CEDEL or the Euroclear Operator, as the case may be, will take any other action
permitted to be taken by a Certificateholder under the related Agreement on
behalf of a CEDEL Participant or a Euroclear Participant only in accordance with
its relevant rules and procedures and subject to its Depositary's ability to
effect such actions on its behalf through DTC.
Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures
in order to facilitate trans-fers of Certificates among participants of DTC,
CEDEL and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.
DEFINITIVE CERTIFICATES
The Certificates will be issued in fully registered, certificated form
('Definitive Certificates') to Certificate Owners or their nominees, rather than
to the Depository or its nominee only if (i) the Servicer advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities with respect to the Certificates and the Servicer is unable
to locate a qualified successor, (ii) the Servicer, at its option, elects to
terminate the book-entry system though the Depository or (iii) after the
occurrence of an Event of Servicing Termination, Certificate Owners representing
in the aggregate not less than 50% of the Pool Balance advise the Depository
through Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interest of the Certificate
Owners. (Section 7.10.)
22
<PAGE>
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Depository is required to notify all Participants of
the availability through the Depository of Definitive Certificates. Upon
surrender by the Depository of the definitive certificates representing the
Certificates and instructions for re-registrations, the Trustee will issue the
Certificates as Definitive Certificates, and thereafter the Trustee will
recognize the holders of such Definitive Certificates as Certificateholders
under the Agreement ('Holders').
Distributions of principal of and interest on the Certificates will be made
by the Trustee directly to Holders in accordance with the procedures set forth
herein and in the Agreement. Distributions of principal and interest on each
Distribution Date will be made to Holders in whose names the Definitive
Certificates were registered at the close of business on the last day of the
related Collection Period. Such distributions will be made by check mailed to
the address of such Holder as it appears on the register maintained by the
Trustee. The final payment on any Certificate (whether a Definitive Certificate
or the Certificates registered in the name of Cede representing the
Certificates), however, will be made only upon presentation and surrender of
such Certificate at the office or agency specified in the notice of final
distribution to Certificateholders.
Definitive Certificates will be transferable and exchangeable at the
offices of the transfer agent and registrar, which initially shall be the Bank
(in such capacity, the 'Transfer Agent and Registrar'). No service charge will
be imposed for any registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
SALE AND ASSIGNMENT OF THE RECEIVABLES
At the time of issuance of the Certificates, the Seller will sell and
assign to the Trustee, without recourse, the Seller's entire interest in the
Receivables and the proceeds thereof (other than Late Fees), including, among
other things, its security interests in the Financed Vehicles. Each Receivable
will be identified in a schedule appearing as an exhibit to the Agreement. The
Trustee will, concurrently with such sale and assignment, execute, authenticate
and deliver the definitive certificates representing the Certificates to the
Underwriters against payment to the Seller of the net purchase price of the sale
of the Certificates. (Sections 2.2 and 7.2.)
The Agreement sets forth criteria that must be satisfied by each
Receivable. The criteria in the Agreement include, among others, the following:
(i) each Receivable (a) has been originated in the form of a credit sales
transaction by a Dealer, or a purchase money loan transaction through a Dealer,
located in one of the States of the United States, for the retail financing of a
Financed Vehicle and, if a retail installment sales contract, was purchased by
the Seller or an affiliate of the Seller from a Dealer and it has been validly
assigned by such Dealer to the Seller or such affiliate in accordance with its
terms and (b) contains customary and enforceable provisions such that the rights
and remedies of the holder thereof shall be adequate for realization against the
collateral of the benefits of the security; (ii) each Receivable and the sale of
the related Financed Vehicle complies in all material respects with all
requirements of applicable federal, state, and local laws, and regulations
thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Federal Trade
Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board
Regulations B and Z, state adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code, and any other consumer credit, equal opportunity
and disclosure laws applicable to such Receivable and sale; (iii) each
Receivable constitutes the legal, valid, and binding payment obligation in
writing of the Obligor, enforceable by the holder thereof in all material
respects in accordance with its terms, subject, as to enforcement, to applicable
bankruptcy, insolvency, reorganization, liquidation and other similar laws and
equitable principles relating to or affecting the enforcement of creditors'
rights; (iv) subject to certain limited exceptions specified in the Agreement,
immediately prior to the sale and assignment thereof to the Trustee, each
Receivable was secured by a validly perfected first priority security interest
in the Financed Vehicle in favor of the Seller as secured party, which security
interest is assignable and has been so assigned by the Seller to the Trust; (v)
as of the Cutoff Date, the Seller had no knowledge either of any facts which
would give rise to any right of rescission, setoff, counterclaim, or defense, or
of the same being asserted or threatened, with respect to any Receivable; (vi)
as of the Cutoff Date, the Seller had no knowledge of any liens or claims that
have been filed, including liens for work, labor, materials or unpaid taxes
relating to a Financed Vehicle, that would be liens prior to, or equal or
coordinate with, the lien granted by the Receivable; (vii) except for payment
defaults continuing for a period of not more than 30 days as of the Cutoff Date,
the Seller has no knowledge that a default, breach, violation, or event
23
<PAGE>
permitting acceleration under the terms of any Receivable exists; the Seller has
no knowledge that a continuing condition that with notice or lapse of time would
constitute a default, breach, violation or event permitting acceleration under
the terms of any Receivable exists; and the Seller has not waived any of the
foregoing; (viii) each Receivable requires that the Obligor thereunder obtain
theft and physical damage insurance covering the Financed Vehicle; and (ix) each
Receivable satisfies the criteria specified above under 'The Receivables Pool.'
Generally, as of the last day of the month following the date (or, if the Seller
elects, the last day of the month including such date) on which the Seller
discovers or receives written notice from the Trustee that a Receivable does not
meet any of the criteria in the Agreement and such failure materially and
adversely affects the interests of the Certificateholders in a Receivable, the
Seller, unless it has cured the failed criterion, will repurchase the Receivable
from the Trustee at a price equal to the unpaid principal balance thereof plus
accrued interest thereon at the respective Contract Rate through the last day of
such month (the 'Repurchase Amount'). The repurchase obligation will constitute
the sole remedy available to the Certificateholders or the Trustee for the
failure of a Receivable to meet any of the criteria set forth in the Agreement.
(Sections 3.1 and 3.2.)
To ensure uniform quality in the servicing of the Receivables and to reduce
administrative costs, the Trustee will appoint the Servicer as initial custodian
of the Receivables. (Section 3.3.) Receivables will not be stamped or otherwise
marked to reflect the transfer of the Receivables to the Trust and will not be
segregated from the other retail installment sales contracts and purchase money
loans of the Servicer. The Obligors under the Receivables will not be notified
of the transfer of the Receivables to the Trust, but the Seller's accounting
records and computer systems will reflect the sale and assignment of the
Receivables to the Trust. See 'Certain Legal Aspects of the Receivables.'
CERTIFICATE ACCOUNT
The Servicer will establish and maintain a segregated account (the
'Certificate Account'), in the name of the Trustee on behalf of the
Certificateholders, into which all payments made on or with respect to the
Receivables will be deposited, and from which all distributions with respect to
the Receivables and the Certificates will be made. The Servicer will deposit all
payments on Receivables made by or on behalf of Obligors (other than Late Fees)
into the Certificate Account on a daily basis within forty-eight hours of
receipt. (Sections 5.1 and 5.2.)
In the event that, subsequent to the Closing Date, (i) the short-term
certificate of deposit ratings of the Bank assigned by Standard & Poor's Ratings
Services ('Standard & Poor's') and Moody's Investors Service, Inc. ('Moody's')
are A-1 and P-1, respectively, or certain conditions satisfactory to Standard &
Poor's, Moody's and the Cash Collateral Depositor are satisfied, and (ii) the
Bank is the Servicer, the Servicer will no longer be required to make such
deposits on a daily basis, but instead will be permitted to make such deposits
into the Certificate Account on or before the related Deposit Date. (Section
5.2.) Pending deposit into the Certificate Account in such case, collections may
be invested by the Servicer at its own risk and for its own benefit and will not
be segregated from other funds of the Bank.
The Certificate Account will be maintained at all times (a) with a
depository institution organized under the laws of the United States or any
state thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States and subject to supervision and
examination by federal or state banking authorities, having a short-term
certificate of deposit rating of A-1+ and P-1 or a long-term unsecured debt
rating of not less than AA and Aa3 assigned by Standard & Poor's and Moody's,
respectively (the 'Required Ratings') and, in the case of any such institution
organized under the laws of the United States, the deposits of which are insured
by the FDIC (an 'Eligible Bank') or (b) in the trust department of an
institution organized under the laws of the United States or any state thereof
or incorporated under the laws of a foreign jurisdiction with a branch or agency
located in the United States and subject to supervision and examination by
federal or state banking authorities with authority to act under such laws as
trustee or in any other fiduciary capacity, having not less than $1 billion in
assets under fiduciary management and a long-term deposit rating of not less
than BBB- and Baa3 assigned by Standard & Poor's and Moody's, respectively (an
'Eligible Trust Company'). The Certificate Account will be established initially
with the trust department of the Bank. Should the Bank or any depositary of the
Certificate Account cease to be an Eligible Bank or Eligible Trust Company, the
Certificate Account shall be transferred to an Eligible Bank or Eligible Trust
Company, provided that the
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Certificate Account may remain at such depositary if the Trustee receives (i)
the written consent of the Cash Collateral Depositor and (ii) written
confirmation from each of Moody's and Standard & Poor's that the rating of the
Certificates will not be adversely affected. The Chase Manhattan Bank (National
Association), in its capacity as the initial paying agent (the 'Paying Agent'),
will have the revocable right to withdraw funds from the Certificate Account for
the purpose of making distributions to Certificateholders in the manner provided
in the Agreement.
SERVICING PROCEDURES
The Servicer will service the Receivables and will make reasonable efforts
to collect all payments due with respect to the Receivables and, in a manner
consistent with the Agreement and with the terms of the Receivables, will follow
such collection and servicing procedures as it follows with respect to
comparable new or used automobile receivables that it services for itself or
others and that are consistent with prudent industry standards. (Section 4.2.)
Except as otherwise specified in the Agreement, no extensions of, or other
modifications to, the Receivables will be made by the Servicer if such
modifications would have a material adverse effect on the interests of the
Certificateholders. In addition, among other things, the Agreement will provide
that the Servicer may not change the amount of (except with respect to a
prepayment of a scheduled payment that does not result in a deferral of any
other scheduled payment) or reschedule the Due Date of any scheduled payment to
a date more than 30 days from the original Due Date, change the Contract Rate
of, or extend any Receivable or change any material term of a Receivable, except
with respect to certain unilateral changes provided by the terms of the
Receivable or of the Agreement or as required by law or court order; provided,
however, that the Servicer may grant extensions of the Due Date for a payment on
any Receivable that is in default, or if it determines that, absent such
extension, a default on the Receivables is reasonably foreseeable, and the
Servicer would grant such extension with respect to comparable new or used
automobile receivables that it services for itself, but only if (a) the
Available Cash Collateral Amount is greater than zero at the time of such
extension, (b) the extension is for no more than three months, (c) the total
period of all credit-related extensions granted on the Receivable will not
exceed the number of months equal to the number of whole years comprising the
original term of the Receivable, (d) the maturity of such Receivable would not
be extended beyond the Collection Period immediately preceding the Final
Distribution Date and (e) the rescheduling or extension would not modify the
terms of such Receivable in such a manner as to constitute a cancellation of
such Receivable and the creation of a new receivable for federal income tax
purposes. (Section 4.2.) In accordance with its normal and customary servicing
procedures, the Servicer also considers other criteria when making
credit-related extensions.
In the event that the Servicer fails to comply with the foregoing terms of
the Agreement it will be required to purchase the affected Receivable for the
Repurchase Amount as of the last day of the Collection Period on which it became
aware or receives written notice from the Trustee of such failure. The purchase
obligation will constitute the sole remedy available to the Certificateholders
or the Trustee for any such uncured breach. (Sections 4.2 and 4.7.)
The Bank will offer certain obligors or classes of obligors on an annual
basis a one month noncredit related extension of a regularly scheduled payment
otherwise due under a Receivable. The Agreement establishes criteria governing
such extensions. (Section 4.4.)
Under the Agreement, the Servicer, in accordance with its customary
servicing procedures and underwriting standards, will require the Obligors to
obtain and maintain fire, theft and collision insurance or comprehensive and
collision insurance on the Financed Vehicles in accordance with the policies and
procedures employed by the Servicer with respect to comparable new or used
automobile receivables that it services for itself or others.
The Agreement provides that the Servicer, on behalf of the Trust, shall use
reasonable efforts, consistent with its customary servicing procedures, to
repossess or otherwise take possession of the Financed Vehicle securing any
Receivable with respect to which the Servicer shall have determined, during any
Collection Period, that eventual payment in full of the amount financed
(including accrued interest thereon) is unlikely (each such Receivable, a
'Defaulted Receivable'); provided that no Receivable will become a Defaulted
Receivable any later than the calendar month in which more than 10% of a
scheduled payment of the Motor Vehicle Loan becomes 240 days delinquent. See
'The Bank's Portfolio of Motor Vehicle Loans--Insurance and Collection
Procedures.' The Servicer shall follow such customary and usual practices and
procedures as it shall deem
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necessary or advisable in its servicing of new or used automobile receivables,
which may include reasonable efforts to realize upon any recourse to Dealers,
consigning the Financed Vehicle to a Dealer for resale and selling the Financed
Vehicle at public or private sale. See 'Certain Legal Aspects of the
Receivables.' The proceeds of such realization will be deposited in the
Certificate Account. (Section 4.3.)
ADVANCES
The Servicer may, in its sole discretion, make a payment (an 'Advance')
with respect to each Receivable (other than a Defaulted Receivable) equal to the
excess, if any, of (x) the product of the principal balance of such Receivable
as of the first day of the related Collection Period and one-twelfth of its
Contract Rate, over (y) the interest actually received by the Servicer with
respect to such Receivable from the Obligor or from the payment of the
Repurchase Amount during or with respect to such Collection Period. The Servicer
may elect not to make any Advance with respect to a Receivable to the extent
that the Servicer, in its sole discretion, determines that such Advance is not
recoverable from subsequent payments on such Receivable or from demands on the
Cash Collateral Guaranty with respect to such Receivable. (Section 5.3.) In the
event that the Servicer does not make an Advance, any Payment Deficiency
resulting therefrom will be funded by a demand under the Cash Collateral
Guaranty and application of amounts in the Cash Collateral Account. (Section
6.1.)
To the extent that the amount set forth in clause (y) above plus amounts
demanded under the Cash Collateral Guaranty during or with respect to such
Collection Period and allocable to interest with respect to a Receivable is
greater than the amount set forth in clause (x) above with respect thereto, such
amount shall be distributed by the Paying Agent to the Servicer on the related
Distribution Date to reimburse the Servicer for previous unreimbursed Advances
with respect to such Receivable. Any such reimbursement will only be from
accrued interest due from the Obligor under such Receivable. (Section 5.3.)
The Servicer will deposit all Advances into the Certificate Account on the
Business Day immediately preceding the related Distribution Date.
SERVICING COMPENSATION
The Servicer will be entitled to receive the Servicing Fee for each
Collection Period, in an amount equal to the product of one-twelfth of the
Servicing Fee Rate and the Pool Balance as of the first day of the related
Collection Period. In addition, the Servicing Fee will include investment
earnings on amounts on deposit (and to be deposited) in the Certificate Account,
except that from and after any Collection Period in which the Servicer fails to
deposit an Advance with respect to a Receivable other than because such
Receivable is a Defaulted Receivable, such investment earnings will not be paid
to the Servicer, but will be distributed by the Paying Agent to the Cash
Collateral Trustee for application pursuant to the Trust Agreement. The Servicer
also will be entitled to collect and retain for the Seller any Late Fees. Late
Fees include late charges, credit-related extension fees, noncredit-related
extension fees or other administrative fees or similar charges allowed by
applicable law with respect to the Receivables. (Section 4.8.)
The Servicing Fee will compensate the Servicer for performing the functions
of a third party servicer of motor vehicle receivables as an agent for the
Certificateholders, including collecting and posting all payments, responding to
inquiries of Obligors, investigating delinquencies, reporting tax information to
Obligors, advancing costs of disposition of defaults, and monitoring the
collateral in cases of Obligor default. The Servicing Fee also will compensate
the Servicer for administering the Receivables, including reimbursing the
Servicer for Advances, accounting for collections and furnishing monthly and
annual statements to the Trustee with respect to distributions, and generating
federal income tax information. The Servicing Fee also will compensate the
Servicer for certain taxes, accounting fees, outside auditor fees, the fees of
the Paying Agent, the Transfer Agent, the Registrar and the Trustee and its
counsel, data processing costs, and other costs incurred in connection with
administering and servicing the Receivables. (Sections 4.1 and 4.8.) The amount
of the Servicing Fee was determined in light of the foregoing duties of the
Servicer as well as with a view toward providing the Servicer with a reasonable
profit. The Servicing Fee is comparable to fees that would be paid to parties
unaffiliated with the Bank. The Bank expects that the Receivables will provide
the Trust with funds in an amount sufficient to pay the Servicing Fee to the
Servicer and interest each month at the Pass-Through Rate on the Pool Balance to
the Certificateholders.
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THE CASH COLLATERAL ACCOUNT
On the Closing Date, the Cash Collateral Guaranty will be issued pursuant
to the Trust Agreement among the Cash Collateral Depositor, the Cash Collateral
Trustee and the Bank, as Seller and Servicer. The Cash Collateral Guaranty will
be secured by the Cash Collateral Account, which will be established pursuant to
the Trust Agreement, and the Cash Collateral Account will be funded on the
Closing Date in the amount of the Initial Cash Collateral Amount from the
proceeds of a loan to be made by the Cash Collateral Depositor. The Cash
Collateral Guaranty will not be a recourse obligation of the Cash Collateral
Depositor, the Cash Collateral Trustee, the Trustee or the Bank, as Seller and
Servicer, and will be secured solely with amounts, if any, on deposit in the
Cash Collateral Account. The Cash Collateral Account will be maintained with the
Cash Collateral Trustee or its designee at either an Eligible Bank or an
Eligible Trust Company. Funds on deposit in the Cash Collateral Account will be
invested in certain permitted investments. It is expected that such funds will
be invested in the debt obligations of the Cash Collateral Depositor or its
affiliates so long as such obligations qualify as permitted investments. The
Cash Collateral Account and any amounts therein will not be the property of the
Trust, but will be held in accordance with the Trust Agreement for the benefit
of the Trustee and the Cash Collateral Depositor, as secured parties and as
provided in the Trust Agreement.
On each Distribution Date, the Available Cash Collateral Amount will equal
the lesser of (i) the amount on deposit in the Cash Collateral Account
(exclusive of investment earnings) and (ii) the Required Cash Collateral Amount.
On each Deposit Date, the Trustee shall demand payment under the Cash
Collateral Guaranty to the extent of the sum of (a) the aggregate principal
balance of, and accrued and unpaid interest (such accrued interest for the
Collection Period in which such Receivable became a Defaulted Receivable to be
calculated at a rate equal to one-twelfth of the sum of the Pass-Through Rate
and the Servicing Fee Rate to the extent not otherwise collected) on,
Receivables that the Servicer has determined to be Defaulted Receivables during
the preceding Collection Period to the extent not covered by the amount
described in clause (A) of the definition of 'Excess Collections,' (b) any
Principal Carryover Shortfall to the extent not covered by the amount described
in clause (A) of the definition of 'Excess Collections,' any accrued and unpaid
interest not paid to Certificateholders on previous Distribution Dates, and any
unpaid Servicing Fees not paid to the Servicer on previous Distribution Dates,
and (c) any additional amount necessary to make distributions to
Certificateholders and pay the Servicing Fee to the Servicer on such
Distribution Date over the amount on deposit in the Certificate Account with
respect to the preceding Collection Period (net of investment income and Excess
Collections) after giving effect to any amounts obtained by making a demand
under the Cash Collateral Guaranty pursuant to clauses (a) and (b) above
('Payment Deficiencies'). Such Payment Deficiencies may result from, among other
things, the failure by the Servicer to make any remittance required to be made
under the Agreement or the election of the Servicer not to make any Advance.
(Section 6.1). The amount of any demand under the Cash Collateral Guaranty shall
be payable solely from funds available in the Cash Collateral Account. The
aggregate amount demanded under the Cash Collateral Guaranty on any Deposit Date
will not exceed the Available Cash Collateral Amount with respect to the related
Distribution Date. The Trustee will deposit the proceeds of such demands into
the Certificate Account on or before the Distribution Date with respect to which
the demands were made. The Servicer will be obligated to follow its normal
practices and procedures to realize upon Defaulted Receivables and any net
proceeds so realized will be remitted to the Certificate Account. The Cash
Collateral Guaranty will also be reinstated as a result of and to the extent of
receipt by the Cash Collateral Depositor of the other amounts described below.
The Required Cash Collateral Amount on the initial Distribution Date will
be $ . On each Distribution Date thereafter, the Required Cash
Collateral Amount will equal % of the Pool Balance as of the first day of the
preceding Collection Period, but in any event will not be less than the lesser
of (i) $ and (ii) the Pool Balance; provided, however, that the
Required Cash Collateral Amount will be the amount set forth above using a
percentage of % on any Distribution Date on which certain ratios set forth in
the Agreement with respect to net losses and deficiencies on the Receivables
exceed certain levels for certain periods. (Section 6.2.) Repayment on each
Distribution Date of principal and interest on the loan made by the Cash
Collateral Depositor to the Cash Collateral Trust 1996-B will be made from funds
available in the Certificate Account after distributions of interest and
principal have been made to Certificateholders and the Servicer, from
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amounts on deposit in the Cash Collateral Account in excess of the Required Cash
Collateral Amount (after taking into account any required deposits to, and
withdrawals from, the Cash Collateral Account), and from earnings on permitted
investments in the Cash Collateral Account. Repayment of the loan made by the
Cash Collateral Depositor will not be recourse to the Trust, the Trustee, the
Seller, the Servicer, the Cash Collateral Trustee or any Certificateholder.
DISTRIBUTIONS ON CERTIFICATES
On or before the 10th day of each month (or, if such 10th day is not a
Business Day, the preceding Business Day), the Servicer will inform the Trustee
and the Paying Agent of the following amounts with respect to the preceding
Collection Period: (i) the amount of aggregate collections on the Receivables;
(ii) the aggregate amount of Advances to be remitted by the Servicer; (iii) the
aggregate Repurchase Amount of Receivables to be repurchased by the Seller or
purchased by the Servicer; (iv) the aggregate demands to be made on the Cash
Collateral Guaranty; (v) the aggregate amount to be distributed as principal and
interest on the Certificates; (vi) the Servicing Fee; and (vii) the amount to be
paid to the Cash Collateral Trustee. (Section 4.9.)
On each Distribution Date, after payment to the Servicer of amounts in
respect of Advances previously made by the Servicer (as described above under
'--Advances') with respect to the related Collection Period, the Trustee or the
Paying Agent, as the case may be, will distribute pro rata to the
Certificateholders of record as of the preceding Record Date the following
amounts with respect to the related Collection Period (Section 5.5):
1. first, from amounts allocable to interest, interest for a full month at
the Pass-Through Rate on the Pool Balance on the first day of such
Collection Period; and
2. second, the aggregate payments on the Receivables (from whatever source)
allocable to the principal balance of such Receivables, which will
include, if available from the amount described in clause (A) of the
definition of 'Excess Collections' or demands under the Cash Collateral
Guaranty, the principal balance of any Receivable that the Servicer
determined to be a Defaulted Receivable during such Collection Period,
the principal balance of any Receivable that the Seller or the Servicer
purchased as of the last day of the preceding Collection Period, any
Principal Carryover Shortfall or, on the Final Distribution Date, an
amount equal to the Pool Balance as of the first day of the Collection
Period during which the Final Distribution Date occurs.
In the event that the Available Cash Collateral Amount has been reduced to
zero, the Certificateholders will bear directly the credit and other risks
associated with ownership of the Receivables. In such a case, the amount
available for distribution may be less than that described above, and the
Certificateholders may experience delays or suffer losses as a result, among
other things, of defaults or delinquencies by the Obligors or previous
extensions made by the Servicer. In addition, because the market value of motor
vehicles generally declines with age and because of the difficulties in
enforcing motor vehicle contracts described under 'Certain Legal Aspects of the
Receivables,' the Servicer may not recover the entire amount owing under a
Defaulted Receivable. In such a case, the Certificateholders may suffer a
corresponding loss.
As an administrative convenience, the Servicer will be permitted under
certain circumstances to make deposits of Advances and Repurchase Amounts for,
or with respect to, a Collection Period net of distributions to be made to the
Servicer with respect to such Collection Period. The Servicer, however, will
account to the Trustee and to the Certificateholders as if all such deposits and
distributions were deposited and distributed separately. (Sections 5.6 and 5.7.)
On each Distribution Date the Paying Agent will also distribute to the Servicer,
to the extent not previously netted, any reimbursements of Advances, the
Servicing Fee, and the amount of any Servicing Fee previously due but not paid,
if any. Any amounts remaining in the Certificate Account with respect to a
Collection Period, including Excess Collections and, under certain
circumstances, investment earnings on amounts on deposit in the Collection
Account during the preceding Collection Period, after all payments to
Certificateholders and the Servicer have been made, will be paid to the Cash
Collateral Trustee for application in accordance with the Trust Agreement.
(Section 5.5.)
'Excess Collections' with respect to any Distribution Date and the related
Collection Period means the difference between (A) the sum of (i) an amount
equal to Excess Spread with respect to such Collection Period and (ii)
Liquidation Proceeds deposited into the Certificate Account with respect to such
Collection Period and
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(B) the aggregate, for each Receivable which became a Defaulted Receivable
during the related Collection Period, of the principal balance of, and accrued
and unpaid interest on (such accrued interest for the Collection Period in which
such Receivable became a Defaulted Receivable to be calculated at a rate equal
to one-twelfth of the sum of the Pass-Through Rate and the Servicing Fee Rate to
the extent not otherwise collected), such Receivable and any Principal Carryover
Shortfall for prior Collection Periods. Excess Collections will only be an
amount greater than zero.
'Excess Spread' with respect to any Distribution Date and the related
Collection Period means the difference between, on a Receivable by Receivable
basis, of (i) the sum of (x) interest on each Receivable deposited into the
Certificate Account with respect to such Collection Period (whether received
from the Obligor or paid by the Seller or Servicer in respect of Repurchased
Receivables) net of any amounts due to the Servicer in reimbursement of Advances
previously made with respect to such Receivable and (y) any Advance made by the
Servicer with respect to such Receivable with respect to such Collection Period,
and (ii) the product of the unpaid principal balance of such Receivable as of
the first day of such Collection Period times a rate equal to one-twelfth of the
sum of the Pass-Through Rate and the Servicing Fee Rate. Excess Spread with
respect to any Receivable will only be an amount greater than or equal to zero.
'Liquidation Proceeds' means with respect to any Receivable (i) insurance
proceeds, (ii) the monies collected during a Collection Period from whatever
source on a Defaulted Receivable and (iii) proceeds of a Financed Vehicle sold
after repossession, in each case, net of any liquidation expenses and payments
required by law to be remitted to the Obligor.
'Principal Carryover Shortfall' means as of any Record Date the principal
balance of all Receivables that became Defaulted Receivables prior to or during
the related Collection Period, less the aggregate amount of Cash Collateral
Guaranty drawings and the amount set forth in clause (A) of the definition of
'Excess Collections' above applied thereto from and including the Collection
Period in which such Receivable became a Defaulted Receivable and allocated to
principal.
The Agreement generally will provide that, to the extent Excess Spread and
Liquidation Proceeds on Defaulted Receivables in any Collection Period are
available, they will be used to cover the principal balance of and accrued and
unpaid interest on Receivables which became Defaulted Receivables during such
Collection Period.
STATEMENTS TO CERTIFICATEHOLDERS
On each Distribution Date, the Paying Agent will include with each
distribution to each Certificateholder a statement prepared by the Servicer,
setting forth the following information for the related Collection Period:
<TABLE>
<S> <C>
(i) the amount of the distribution allocable to principal,
(ii) the amount of the distribution allocable to interest;
(iii) the Certificateholder's pro rata portion of the Servicing Fee;
(iv) the amount deposited into the Cash Collateral Account;
(v) the aggregate unreimbursed Advances as of the last day of the
preceding Collection Period and the change in such amount from the
previous month;
(vi) the Pool Balance and the Pool Factor as of the last day of the
preceding Collection Period;
(vii) the Available Cash Collateral Amount and such amount expressed as a
percentage of the Pool Balance; and
(viii) the Required Cash Collateral Amount.
</TABLE>
Each amount set forth pursuant to subclauses (i), (ii) and (iii) above will
be expressed in the aggregate and as a dollar amount per $1,000 of the original
principal balance of a Certificate.
The statements for each Collection Period will be delivered to DTC for
further distribution to beneficial owners of the Certificates in accordance with
DTC procedures. See 'The Certificates--General' and '--Book-Entry Registration.'
The Servicer, on behalf of the Trust, will file with the Commission such
periodic reports with respect to the Trust as are required under the Exchange
Act and the rules and regulations of the Commission thereunder.
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Within the prescribed period of time for tax reporting purposes after the
end of each calendar year during the term of the Agreement, the Paying Agent
will furnish to each person who at any time during such calendar year shall have
been a Certificateholder, a statement setting forth the sum of the monthly
amounts described in (i) through (iii) above for the purposes of such
Certificateholder's preparation of federal income tax returns. (Section 5.7.)
See 'Certain Federal Income Tax Consequences.'
EVIDENCE AS TO COMPLIANCE
The Agreement will provide that a firm of independent certified public
accountants will furnish to the Trustee on or before March 31 of each year,
beginning March 31, 1997, a statement as to compliance by the Servicer with
certain standards relating to the servicing of the Receivables, or as to the
effectiveness of its processing and reporting procedures, during the twelve
months (or shorter period in the case of the first such report) ended the
preceding December 31. (Section 4.11.)
The Agreement will also provide for delivery to the independent certified
public accountants referred to in the paragraph immediately preceding, on or
before March 31 of each year, commencing March 31, 1996, of a certificate signed
by an officer of the Servicer stating that the Servicer has fulfilled its
obligations in all material respects under the Agreement throughout the twelve
months (or shorter period in the case of the first such certificate) ended the
preceding December 31 or, if there has been a default in the fulfillment of any
such obligation, describing each such default. (Section 4.10.)
Copies of such statements and certificates may be obtained by a
Certificateholder by a request in writing addressed to the Servicer.
CERTAIN MATTERS REGARDING THE SERVICER
The Agreement will provide that the Servicer may not resign from its
obligations and duties as Servicer thereunder, except (i) upon determination
that the Servicer's performance of such duties is no longer permissible under
applicable law or (ii) in the event of the appointment of a successor Servicer,
upon notification by Standard & Poor's and Moody's that the rating then assigned
to the Certificates will not be reduced or withdrawn. Such resignation will not
become effective until the Trustee (which shall not be obligated to act as
successor Servicer if the Servicer has resigned for a reason other than that the
performance of its duties are no longer permissible under applicable laws) or a
successor Servicer has assumed the Servicer's servicing obligations and duties
under the Agreement. (Section 9.5.)
The Agreement will also provide that, except in connection with a merger or
consolidation, neither the Seller nor the Servicer may transfer or assign all,
or a portion of, its rights, obligations and duties under the Agreement, unless
such transfer or assignment (i) (A) will not result in a reduction or withdrawal
by Standard & Poor's and Moody's of the rating then assigned to the Certificates
and (B) the Cash Collateral Depositor and the Trustee have consented to such
transfer or assignment or (ii) the Cash Collateral Depositor, the Trustee and
holders of Certificates evidencing not less than 51% of the Pool Balance consent
thereto. Any transfer or assignment with respect to the Servicer of all of its
rights, obligations and duties will not become effective until a successor
Servicer has assumed the Servicer's rights, obligations and duties under the
Agreement. (Section 13.7.)
The Agreement will also provide that so long as the Bank (or its successor
or assign) is the Servicer, in the ordinary course of its business, the Servicer
will have the right to delegate any of its duties under the Agreement to a third
party. Any compensation payable to such third party will be paid by the Servicer
from its own funds, and none of the Trust, the Trustee or the Certificateholders
will be liable for such compensation. Notwithstanding any delegation of duties
by the Servicer, the Servicer will not be relieved of its liability and
responsibility with respect to such duties. (Section 9.6.)
The Agreement will further provide that neither the Servicer nor any of its
directors, officers, employees, and agents shall be under any liability to the
Trust, the Trustee or the Certificateholders for taking any action or for
refraining from taking any action pursuant to the Agreement; provided, however,
that neither the Servicer nor any such person will be protected against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith, or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties thereunder, except that employees of either
the Servicer or its affiliates will be protected
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against any liability that would otherwise be imposed by reason of negligence.
The Agreement will further provide that the Servicer, and its directors,
officers, employees and agents are entitled to indemnification by the Trust or
otherwise for, and will be held harmless against, any loss, liability or expense
incurred in connection with any legal action relating to their performance of
servicing duties under the Agreement, other than any loss, liability, or expense
incurred by reason of their reckless disregard of obligations and duties
thereunder; provided, however, that such indemnification will be paid on a
Distribution Date only after all payments required to be made to
Certificateholders and the Servicer and certain payments required to be made to
the Trustee have been made and any amounts required to be deposited into the
Cash Collateral Account to maintain the amount on deposit therein at the
Required Cash Collateral Amount have been paid as provided in the Trust
Agreement. In addition, the Agreement will provide that the Servicer is under no
obligation to appear in, prosecute, or defend any legal action that is not
incidental to the Servicer's servicing responsibilities under the Agreement and
that, in its opinion, may cause it to incur any expense or liability. The
Servicer may, however, undertake any reasonable action that it may deem
necessary or desirable in respect of the Agreement and the rights and duties of
the parties thereto and the interests of the Certificateholders thereunder. In
such event, the legal expenses and costs of such action and any liability
resulting therefrom will be expenses, costs and liabilities of the Trust, and
the Servicer will be entitled to be reimbursed therefor out of the Certificate
Account; provided, however, that such reimbursement will be paid on a
Distribution Date only after all payments required to be made to
Certificateholders and the Servicer have been made, certain payments required to
be made to the Trustee have been made and any amounts required to be deposited
into the Cash Collateral Account to maintain the amount on deposit therein at
the Required Cash Collateral Amount have been paid as provided in the Trust
Agreement. (Section 9.4.)
EVENTS OF SERVICING TERMINATION
'Events of Servicing Termination' under the Agreement will consist of (i)
any failure by the Servicer to deliver to the Trustee the Servicer's certificate
for the related Collection Period or any failure by the Servicer (or, so long as
the Bank (or its successor or assign in connection with the Merger) is the
Servicer, the Bank) to deliver to the Trustee for distribution to the
Certificateholders any proceeds or payments required to be delivered under the
terms of the Certificates or the Agreement (or, in the case of a payment or
deposit to be made not later than the Deposit Date, the failure to make such
payment or deposit on such Deposit Date), which failure continues unremedied for
five Business Days after discovery by the Servicer (or, so long as the Bank (or
its successor or assign in connection with the Merger) is the Servicer, the
Bank) or upon receipt of written notice to the Servicer (or, so long as the Bank
(or its successor or assign in connection with the Merger) is the Servicer, the
Bank) by the Trustee or to the Trustee and the Servicer (or, so long as the Bank
(or its successor or assign in connection with the Merger) is the Servicer, the
Bank) by holders of Certificates evidencing not less than 25% of the Pool
Balance; (ii) any failure by the Servicer (or, so long as the Bank (or its
successor or assign in connection with the Merger) is the Servicer, the Bank)
duly to observe or perform in any material respect any other covenant or
agreement of the Servicer (or, so long as the Bank (or its successor or assign
in connection with the Merger) is the Servicer, the Bank) set forth in the
Certificates or in the Agreement, which failure materially and adversely affects
the rights of the Trust or the Certificateholders (which determination shall be
made without regard to whether funds are available to the Certificateholders
pursuant to the Cash Collateral Guaranty) and which continues unremedied for 60
days after the date of written notice of such failure to the Servicer (or, so
long as the Bank (or its successor or assign in connection with the Merger) is
the Servicer, the Bank) by the Trustee or to the Trustee and the Servicer (and,
so long as the Bank (or its successor or assign in connection with the Merger)
is the Servicer, the Bank) by holders of Certificates evidencing not less than
25% of the Pool Balance; (iii) the entry a decree or order by a court or agency
or supervisory authority having jurisdiction in the premises for the appointment
of a conservator, receiver or liquidator for the Servicer in any insolvency,
readjustment of debt, marshaling of assets and liabilities, or similar
proceedings, or for the winding up or liquidation of its affairs, and the
continuance of any such decree or order is unstayed and effective for 60
consecutive days, or (iv) the consent by the Servicer to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of or relating to
the Servicer or of or relating to substantially all of its property, or the
Servicer admits in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations. (Section 10.1). The
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holders of Certificates evidencing not less than 51% of the Pool Balance may,
with the written consent of the Cash Collateral Depositor, waive certain
defaults by the Servicer in the performance of its obligations. (Section 10.4.)
RIGHTS UPON AN EVENT OF SERVICING TERMINATION
As long as an Event of Servicing Termination under the Agreement remains
unremedied, the Trustee or holders of Certificates evidencing not less than 25%
of the Pool Balance, by notice given in writing to the Servicer (and to the
Trustee if given by Certificateholders), may terminate all the rights and
obligations of the Servicer under the Agreement, whereupon all authority and
power of the Servicer under the Agreement shall pass to and be vested in the
Trustee, the Trustee will succeed to all the responsibilities, duties and
liabilities of the Servicer under the Agreement and will be entitled to the
compensation otherwise payable to the Servicer. In the event that the Trustee is
unwilling or unable so to act, it may appoint, or petition a court of competent
jurisdiction for the appointment of, a successor Servicer to act as successor to
the outgoing Servicer under the Agreement. The Trustee shall not be relieved of
its duties as successor Servicer until a newly appointed successor Servicer
shall have assumed the responsibilities and obligations of the Servicer under
the Agreement. The Trustee may make such arrangements for compensation to be
paid to the successor Servicer as it and such successor Trustee shall agree,
which in no event may be greater than the Servicing Fee paid to the Servicer
under the Agreement. (Sections 10.1 and 10.2.)
AMENDMENT
The Agreement may be amended by the Seller, the Servicer and the Trustee,
without prior notice to or the consent of the Certificateholders, but with
notice to the Rating Agencies, (i) to cure any ambiguity, to correct or
supplement any provision therein or in the Certificates which may be
inconsistent with any other provision therein, to evidence a succession to the
Servicer or the Bank pursuant to the Agreement, or add any other provisions with
respect to matters or questions arising under such Agreement which are not
inconsistent with the provisions of the Agreement; provided that such action
will not, on the basis of an officer's certificate and/or in an opinion of
counsel (which may be internal counsel to the Seller or the Servicer) reasonably
satisfactory to the Trustee, materially and adversely affect the interests of
the Trust or the Certificateholders or (ii) to effect a transfer or assignment
in connection with the Merger. The Agreement may also be amended by the Seller,
the Servicer and the Trustee with the consent of the holders of Certificates
evidencing not less than 51% of the Pool Balance for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of Certificateholders;
provided, however, that no such amendment, except with the consent of the
holders of all Certificates, 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 on any Certificate, (ii) reduce
the aforesaid percentage of the Pool Balance, the Certificateholders of which
are required to consent to any such amendment, or (iii) reduce the shortfalls
for which the Trustee may demand payments under the Cash Collateral Guaranty or
change the formula for determining the Required Cash Collateral Amount;
provided, further, that no such amendment shall materially and adversely affect
the interests of the Cash Collateral Depositor without the consent of the Cash
Collateral Depositor; provided, further, that amendments modifying provisions in
the Agreement relating to distributions by the Trustee (Section 5.5) and demands
under the Cash Collateral Guaranty (Article VI) will require the consent of the
Cash Collateral Depositor; provided further, that any amendment other than
pursuant to clause (i) of the first sentence of this paragraph shall require the
prior written confirmation of the then current ratings assigned by each of the
Rating Agencies to the Certificates. (Section 13.1.)
LIST OF CERTIFICATEHOLDERS
At such time as Definitive Certificates have been issued, the Trustee, upon
written request by three or more Certificateholders or by holders of
Certificates evidencing not less than 25% of the Pool Balance, will afford or
cause the Transfer Agent and Registrar to afford such Certificateholders access
during business hours to the current list of Certificateholders for purposes of
communicating with other Certificateholders with respect to their rights under
the Agreement (provided such Certificateholders (i) state that they wish to
communicate with other Certificateholders with respect to their rights under the
Agreement or under the Certificates and (ii) provide the
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Trustee with a copy of the proposed communication). (Section 7.6.) Definitive
Certificates will be issued only in the circumstances described above in
'--Definitive Certificates.'
The Agreement will not provide for the holding of any annual or other
meeting of Certificateholders.
TERMINATION
The obligations of the Seller, the Servicer and the Trustee pursuant to the
Agreement will terminate upon the earlier of (i) the Distribution Date next
succeeding the month which is six months after the maturity or other liquidation
of the last Receivable and the disposition of any amounts received upon
liquidation of any property remaining in the Trust and (ii) payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement. (Section 12.1.)
In order to avoid excessive administrative expense, the Servicer will be
permitted, at its option, to purchase from the Trust, as of any Record Date as
of which the Pool Balance is 5% or less of the initial Pool Balance, all
remaining Receivables in the Trust at a price equal to the sum of the aggregate
of the Repurchase Amounts thereof as of such Record Date. Exercise of such right
will effect early retirement of the Certificates. (Section 12.2.)
The Trustee will give written notice of termination to each
Certificateholder of record, which notice will specify the Distribution Date
upon which Certificateholders may surrender their Certificates to the Trustee or
the Transfer Agent and Registrar, as the case may be, for final payment. The
final distribution to any Certificateholder will be made only upon surrender and
cancellation of such holder's Certificate (whether a Definitive Certificate or
the Certificates registered in the name of Cede representing the Certificates)
at the office or agency of the Trustee or the Transfer Agent and Registrar, as
the case may be, specified in the notice of termination. Any funds remaining in
the Trust, after the Trustee has taken certain measures to locate a
Certificateholder and such measures have failed, will, under certain
circumstances, be distributed to the United Way or a similar charitable
organization located or operating in the New York metropolitan area as specified
by the Servicer; provided, however, that such funds will, under certain
circumstances, be distributed by the Paying Agent to the United Way no later
than three years after the final Distribution Date specified in the Trustee's
written notice of termination to the Certificateholders. (Section 12.1).
DUTIES OF THE TRUSTEE
The Trustee makes no representations as to the validity or sufficiency of
the Agreement, the Certificates (other than the execution and authentication of
the Certificates), or the Receivables or any related documents, and is not
accountable for the use or application by the Seller or the Servicer of any
funds paid to the Seller or the Servicer in respect of the Certificates or the
Receivables, or any monies prior to the time such monies are deposited into the
Certificate Account. The Trustee has not independently verified the Receivables.
If no Event of Servicing Termination has occurred and is continuing, the Trustee
is required to perform only those duties specifically required of it under the
Agreement. Generally, those duties are limited to the receipt of the various
certificates, reports, or other instruments required to be furnished to the
Trustee under the Agreement, in which case it is only required to examine them
to determine whether they conform to the requirements of the Agreement.
(Sections 11.1 and 11.4.)
The Trustee is under no obligation to exercise any of the rights or powers
vested in it by the Agreement or to make any investigation of matters arising
thereunder or to institute, conduct, or defend any litigation thereunder or in
relation thereto at the request, order, or direction of any of the
Certificateholders, unless such Certificateholders have offered to the Trustee
reasonable security or indemnity against the costs, expenses, and liabilities
which may be incurred therein or thereby, prior to the occurrence of an Event of
Servicing Termination. (Section 11.3.) No Certificateholder will have any right
under the Agreement to institute any proceeding with respect to the Agreement,
unless such holder previously has given to the Trustee written notice of default
and continuance thereof and unless the holders of Certificates evidencing not
less than 25% of the Pool Balance have made written request upon the Trustee to
institute such proceeding in its own name as Trustee thereunder and have offered
to the Trustee reasonable indemnity and the Trustee for 30 days has neglected or
refused to institute any such proceedings. (Section 13.3.)
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THE TRUSTEE
is the Trustee under the
Agreement. The Trustee, in its individual capacity or otherwise, and any of its
affiliates may hold Certificates in their own names or as pledgee. (Section
11.5.) In addition, for the purpose of meeting the legal requirements of certain
jurisdictions, the Servicer and the Trustee, acting jointly (or in some
instances, the Trustee, acting alone), shall have the power to appoint
co-trustees or separate trustees of all or any part of the Trust. In the event
of such appointment, all rights, powers, duties and obligations conferred or
imposed upon the Trustee by the Agreement shall be conferred or imposed upon the
Trustee and such separate trustee or co-trustee jointly, or, in any jurisdiction
in which the Trustee shall be incompetent or unqualified to perform certain
acts, singly upon such separate trustee or co-trustee who shall exercise and
perform such rights, powers, duties and obligations solely at the direction of
the Trustee. (Section 11.12.)
The Trustee may resign at any time by giving written notice thereof to the
Servicer, in which event the Servicer will be obligated promptly to appoint a
successor trustee. The Servicer may also remove the Trustee if the Trustee
ceases to be eligible to continue as such under the Agreement, becomes legally
unable to act, or becomes insolvent. In such circumstances, the Servicer will be
obligated promptly to appoint a successor trustee. Any resignation or removal of
the Trustee and appointment of a successor trustee will not become effective
until acceptance of the appointment by the successor trustee. (Section 11.9.)
The Agreement will provide that the Servicer will pay the Trustee's fees.
(Section 11.6.) The Agreement will further provide that the Trustee will be
entitled to indemnification by the Servicer for, and will be held harmless
against, any loss, liability, or expense incurred by the Trustee not resulting
from the Trustee's own willful misfeasance, bad faith, or negligence (other than
by reason of a breach of any of its representations or warranties set forth in
the Agreement) except in the event the Servicer fails to indemnify the Trustee,
in which case the Trustee would be entitled to be indemnified by the Trust;
provided, however, that any such indemnification will be paid on a Distribution
Date only after all amounts required to be paid to the Certificateholders have
been paid and, with respect to a successor Servicer, if any, after the Servicing
Fee has been paid. (Section 11.7.)
The Trustee's Corporate Trust Office is located at
,
telephone . The Seller, the Servicer and their respective
affiliates may have normal banking relationships with the Trustee and its
affiliates.
THE CASH COLLATERAL TRUSTEE
is the Cash Collateral
Trustee under the Trust Agreement. Pursuant to the terms of the Trust Agreement,
the Cash Collateral Guaranty will be issued thereunder for the benefit of the
Trustee, and the Cash Collateral Account will be established and funded in order
to secure the Cash Collateral Guaranty. The Cash Collateral Guaranty will not be
an obligation of the Cash Collateral Trustee, but the Cash Collateral Trustee
will honor demands by the Trustee under the Cash Collateral Guaranty pursuant to
the terms of the Trust Agreement and the Cash Collateral Guaranty.
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CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
GENERAL
The Receivables are 'chattel paper' as defined in the Uniform Commercial
Code in effect in the State of New York (the 'UCC'). Pursuant to the UCC, the
sale of chattel paper is treated in a manner similar to a security interest in
chattel paper. In order to protect the Trust's ownership interest in its
Receivables, the Bank will file UCC-1 financing statements with the appropriate
governmental authorities in the State of New York to give notice of the Trust's
ownership of the Receivables and their proceeds. Under the Agreement, the Bank
will be obligated to maintain the perfection of the Trust's ownership interest
in the Receivables. It should be noted, however, that a purchaser of chattel
paper who gives new value and takes possession of it in the ordinary course of
such purchaser's business has priority over a security interest, including an
ownership interest, in the chattel paper which is perfected by filing UCC-1
financing statements, and not by possession of such chattel paper by the
original secured party, if such purchaser acts in good faith without knowledge
that the specific chattel paper is subject to a security interest, including an
ownership interest. Any such purchaser would not be deemed to have such
knowledge because there are UCC filings and would not learn of the sale of the
Receivables from a review of the Receivables since they would not be marked to
show such sale, although the Bank's master computer records will indicate such
sale.
SECURITY INTERESTS IN THE FINANCED VEHICLES
Security interests in vehicles registered in most states may be perfected
by a notation of the secured party's lien on, or possession of, the certificate
of title for such vehicle, depending on state law. Since around December 1994,
the Bank has participated in California's electronic titles program, and since
that time California liens have been noted electronically rather than on paper
certificates. The Bank's practice is to obtain a representation and warranty
from each Dealer to the effect that the Bank has been designated as the sole
lien holder on the certificate of title. In the event the Dealer fails, due to
clerical errors or for any other reason, to effect such notation of the Bank's
interest in a Financed Vehicle, the Bank would not have a perfected first
priority security interest in such Financed Vehicle. In this event, the only
recourse of the Bank vis-a-vis third parties would be against the Obligor on an
unsecured basis or against a Dealer pursuant to its repurchase obligation.
However, the Bank believes that it has obtained a perfected first priority
security interest by notation or possession with respect to virtually all of the
Financed Vehicles. To the extent the Trust includes Chase Connecticut Loans and
Chase Florida Loans, such liens would be noted in the name of Chase Connecticut
Bank and Chase Florida Bank, respectively, for administrative convenience;
however, because the Bank has succeeded to all of the rights and obligations of
Chase Connecticut Bank and Chase Florida Bank with respect to Chase Connecticut
Loans and Chase Florida Loans, respectively, the Bank believes that not amending
such liens in the name of the Bank will not materially adversely affect the
security interest of the Bank in the related Financed Vehicles.
The Bank will assign its security interest in the individual Financed
Vehicle to the Trust. However, because of the administrative burden and expense,
neither the Bank nor the Trustee will amend the certificates of title to
identify the Trust as the new secured party and, accordingly, the Bank (or, as
applicable, Chase Florida Bank or Chase Connecticut Bank) will continue to be
named as the secured party on the certificates of title relating to the Financed
Vehicles. In most states, such assignment is an effective conveyance of such
security interest without amendment of any lien noted on the related
certificates of title and the new secured party succeeds to the Bank's rights as
the secured party as against creditors of the Obligor. In certain states, in the
absence of such amendment and delivery, the Trustee may not have a perfected
security interest in the Financed Vehicle. In such event or in the event that
the Bank did not have a perfected first priority security interest in the
Financed Vehicle, the only recourse of the Trust vis-a-vis third parties would
be against an Obligor on an unsecured basis or against the Bank pursuant to its
repurchase obligation. See '--Repurchase Obligation.'
In the absence of fraud or forgery by a vehicle owner or administrative
error by state recording officials, the notation of the lien of the Bank (or, as
applicable, Chase Florida Bank or Chase Connecticut Bank) on the certificate of
title will be sufficient to protect the Trust against the rights of subsequent
purchasers of a Financed Vehicle or subsequent lenders who take a security
interest in the Financed Vehicle. If there are any Financed Vehicles as to which
the Bank has failed to perfect the security interest assigned to the Trust (i)
such security interest would be subordinate to, among others, holders of
perfected security interests and (ii) subsequent purchasers of such Financed
Vehicles would take possession free and clear of such security interest. There
also
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exists a risk in not identifying the Trust as the new secured party on the
certificate of title that, through fraud or negligence, the security interest of
the Trust could be released.
In the event that the owner of a Financed Vehicle moves to a state other
than the state in which such Financed Vehicle initially is registered, under the
laws of most states the perfected security interest in the Financed Vehicle
would continue for four months after such relocation and thereafter until the
owner re-registers the Financed Vehicle in such state. A majority of states
generally require surrender of a certificate of title to re-register a vehicle.
Accordingly, the Bank must surrender possession if it holds the certificate of
title to such Financed Vehicle or, in the case of Financed Vehicles originally
registered in a state which provides for notation of lien but not possession of
the certificate of title by the holder of the security interest in the related
motor vehicle, the Bank would receive notice of surrender if the security
interest in the Financed Vehicle is noted on the certificate of title.
Accordingly, the Bank would have the opportunity to re-perfect its security
interest in the Financed Vehicle in the state of relocation. In states which do
not require a certificate of title for registration of a motor vehicle,
re-registration could defeat perfection. In the ordinary course of servicing its
portfolio of motor vehicle retail installment sales contracts and purchase money
loans, the Bank takes steps to effect such re-perfection upon receipt of notice
of re-registration or information from the Obligor as to relocation. Similarly,
when an Obligor under a Receivable sells a Financed Vehicle, the Bank must
surrender possession of the certificate of title or will receive notice as a
result of its lien noted thereon and accordingly will have an opportunity to
require satisfaction of the related Receivable before release of the lien. Under
the Agreement, the Servicer is obligated to take such steps, at the Servicer's
expense, as are necessary to maintain perfection of security interests in the
Financed Vehicles.
Under the laws of many states, certain possessory liens for repairs
performed on a motor vehicle and storage, as well as certain rights in favor of
Federal and state governmental authorities arising from the use of a motor
vehicle in connection with illegal activities, may take priority even over a
perfected security interest. Certain federal tax liens may have priority over
the lien of a secured party. The Bank will represent in the Agreement that it
has no knowledge of any such liens with respect to any Financed Vehicle.
However, such liens could arise at any time during the term of a Receivable. No
notice will be given to the Trustee in the event such a lien arises.
ENFORCEMENT OF SECURITY INTERESTS IN VEHICLES
The Servicer on behalf of the Trust may take action to enforce its security
interest by repossession and resale of the Financed Vehicles securing the
Receivables. The actual repossession may be contracted out to third party
contractors. Under the UCC and laws applicable in most states, a creditor can
repossess a motor vehicle securing a loan by voluntary surrender, 'self-help'
repossession that is 'peaceful' (i.e., without breach of the peace) and, in the
absence of voluntary surrender and the ability to repossess without breach of
the peace, by judicial process. The UCC and consumer protection laws in most
states place restrictions on repossession sales, including requiring prior
notice to the debtor and commercial reasonableness in effecting such a sale. In
the event of such repossession and resale of a Financed Vehicle, the Trust would
be entitled to be paid out of the sale proceeds before such proceeds could be
applied to the payment of the claims of unsecured creditors or the holders of
subsequently perfected security interests or, thereafter, to the debtor.
Under the UCC and laws applicable in most states, a creditor is entitled to
obtain a deficiency judgment from a debtor for any deficiency on repossession
and resale of the motor vehicle securing such debtor's loan. However, some
states impose prohibitions or limitations on deficiency judgments. In general, a
defaulting Obligor may not have sufficient assets to make the pursuit of a
deficiency judgment worthwhile.
Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws, and general equitable principles may limit or delay the
ability of a lender to repossess and resell collateral or enforce a deficiency
judgment.
OTHER MATTERS
Numerous federal and state consumer protection laws may impose requirements
applicable to the origination and lending pursuant to the contracts, including
the Truth in Lending Act, the Fair Credit Reporting Act, the Equal Credit
Opportunity Act, the Magnuson-Moss Warranty Act, and the Federal Trade
Commission Act.
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The so-called 'Holder-in-Due-Course' Rule of the Federal Trade Commission
(the 'FTC Rule'), other state statutes or the common law in certain states have
the effect of subjecting a seller (and certain related lenders and their
assignees) in a consumer credit transaction and any assignee of the seller
(which would include the Trust) to all claims and defenses which the obligor in
the transaction could assert against the seller of the goods. Liability of a
subsequent holder under the FTC Rule is limited to the amounts paid by the
obligor under the contract, and a subsequent holder of the contract may also be
unable to collect any balance remaining due thereunder from the obligor. The
Uniform Consumer Credit Code applicable in certain states contains provisions
which generally duplicate this rule.
The Agreement will set forth criteria that must be satisfied by each
Receivable, and such criteria will provide, among other things, that each
Receivable complies with all requirements of law in all material respects.
Accordingly, if an Obligor has a claim against the Trust for violation of any
law and such claim materially and adversely affects the Trust's interest in a
Receivable, such violation would result in the failure to satisfy a criterion in
the Agreement and would create an obligation of the Bank to repurchase the
Receivable unless such failed criterion is cured.
REPURCHASE OBLIGATION
Under the Agreement, each Receivable must satisfy certain criteria, and
such criteria relate to, among other things, the validity, subsistence,
perfection, and priority of the security interest in each Financed Vehicle.
Accordingly, if any defect exists in the perfection of the security interest in
any Financed Vehicle and such defect materially and adversely affects the
Trust's interest in a Receivable, such defect would result in the failure to
satisfy a criterion in the Agreement and would create an obligation of the Bank
to repurchase such Receivable unless such failed criterion is cured.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material anticipated Federal income tax
consequences of the purchase, ownership, and disposition of Certificates. This
summary is based upon laws, regulations, rulings, and decisions currently in
effect, all of which are subject to change. The discussion does not deal with
all Federal tax consequences applicable to all categories of investors, some of
which may be subject to special rules. In addition, this summary is generally
limited to investors who will hold the Certificates as 'capital assets'
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the 'Code'). Consequences to
individual investors of investment in the Certificates will vary according to
circumstances; accordingly, investors should consult their own tax advisors to
determine the Federal, state, local, and other tax consequences of the purchase,
ownership, and disposition of the Certificates. Prospective investors should
note that no rulings have been or will be sought from the Internal Revenue
Service (the 'Service') with respect to any of the Federal income tax
consequences discussed below, and no assurance can be given that the Service
will not take contrary positions. The following discussion does not address the
tax treatment of a Certificate Owner under state and local tax laws or foreign
tax laws. Prospective investors are urged to consult their own tax advisors
regarding the tax consequences of purchase, ownership or disposition of the
Certificates under any state or local tax law or any foreign tax law, if
applicable.
TAX STATUS OF THE TRUST
In the opinion of Simpson Thacher & Bartlett, special tax counsel to the
Bank, the Trust will be classified as a grantor trust and not as an association
taxable as a corporation for Federal income tax purposes. Accordingly, for
Federal income tax purposes, each Certificate Owner will be treated as the owner
of a fractional undivided interest in each asset of the Trust and will be
treated as though it paid directly its share of reasonable expenses paid by the
Trust.
In General. For purposes of Federal income tax, the Bank will be deemed to
have retained a fixed portion of the interest due on each Receivable (the
'Retained Yield') equal to the difference between (x) the APR of such Receivable
and (y) the sum of the Pass-Through Rate and a rate that represents a reasonable
servicing fee. The Servicer believes that the Servicing Fee Rate represents a
reasonable servicing fee, and accordingly, the Trustee and the Servicer intend
to treat the Retained Yield as being equal to the excess of the APR of each
Receivable over the sum of the Pass-Through Rate and the Servicing Fee Rate.
However, there is no assurance that the
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Service would not treat a greater amount as 'Retained Yield,' and a lesser
amount as a reasonable servicing fee. The Retained Yield will be treated as
'stripped coupons' within the meaning of Section 1286 of the Code.
CERTIFICATE OWNERS
Because the Certificates represent an ownership interest in stripped bonds,
they will be subject to the original issue discount ('OID') rules of the Code.
Accordingly, the tax treatment of a Certificate Owner will depend upon whether
the amount of OID on a Certificate is less than a statutorily defined de minimis
amount.
In general, under Treasury Regulations issued under Section 1286 of the
Code (the 'Regulations'), the amount of OID on a receivable treated as a
'stripped bond' will be de minimis if it is less than 1/4 of one percent for
each full year of weighted average life remaining after the purchase date until
the maturity of the Receivable, although it is not clear whether expected
prepayments are taken into account. Under the Regulations, it appears that the
portion of the interest on each Receivable payable to the Certificate Owners may
be treated as 'qualified stated interest.' As a result, the amount of OID on a
Receivable will equal the amount by which the price at which a Certificate Owner
is deemed to have acquired an interest in a Receivable (the 'Purchase Price') is
less than the portion of the remaining principal balance of the Receivable
allocable to the interest acquired. In determining the Purchase Price, a portion
of the purchase price for a Certificate may be allocated to accrued interest on
each Receivable and to amounts held in the Certificate Account pending
distribution to Certificate Owners at the time of purchase as though such
accrued interest and collections on the Receivables were separate assets
purchased by the Certificate Owner. Any such allocation would reduce the
Purchase Price and thus increase the discount (or decrease the premium) on the
Receivables.
If the amount of OID is de minimis under the rule set forth above, the
Certificates would not be treated as having OID. Each Certificate Owner would be
required to report on its Federal income tax return its share of the gross
income of the Trust, including interest and certain other charges accrued on the
Receivables and any gain upon collection or disposition of the Receivables (but
not including any portion of the Retained Yield). Such gross income attributable
to interest on the Receivables would exceed the Pass-Through Rate by an amount
equal to the Certificate Owner's share of the expenses of the Trust for the
period during which it owns a Certificate. The Certificate Owner would be
entitled to deduct its share of expenses of the Trust to the extent described
below.
Assuming that OID on each Receivable is de minimis, a Certificate Owner
would report its share of the income of the Trust under its usual method of
accounting. Accordingly, interest would be includible in a Certificate Owner's
gross income when it accrues on the Receivables, or, in the case of Certificate
Owners who are cash basis taxpayers, when received by the Servicer on behalf of
Certificate Owners. Because (i) interest accrues on the Receivables over
differing monthly periods and is paid in arrears and (ii) interest collected on
a receivable generally is paid to Certificateholders in the following month, the
amount of interest accruing to a Certificate Owner during any calendar month
will not equal the interest distributed in that month. The actual amount of
discount on a Receivable would be includible in income as principal payments are
received on the Receivables.
If the OID on a Receivable is not treated as being de minimis, in addition
to the amounts described above, a Certificate Owner will be required to include
in income any OID as it accrues on a daily basis, regardless of when cash
payments are received, using a method reflecting a constant yield on the
Receivables. It is possible that the Service could require use of a prepayment
assumption in computing the yield of a Receivable. If a Receivable is deemed to
be acquired by a Certificate Owner at a significant discount, such treatment
could accelerate the accrual of income by a Certificate Owner.
The Trustee intends to account for OID, if any, reportable by holders of
Certificates by reference to the price paid for a Certificate by an initial
purchaser, although the amount of OID will differ for subsequent purchasers.
Such subsequent purchasers should consult their tax advisers regarding the
proper calculation of OID on the interest in Receivables represented by a
Certificate. In addition, the Trustee intends to compute OID on Certificates by
aggregating all payments on the Receivables allocable to the Certificate Owners
(not including the Retained Yield), and treating the portion of all payments on
the Receivables allocable to Certificate Owners as a single obligation. The
Service could require, instead, that the computation be performed on a
Receivable-by-Receivable basis. Any such recalculation could adversely affect
the timing and character of a Certificate Owner's income.
38
<PAGE>
In the event that a Receivable is treated as purchased at a premium (i.e.,
its Purchase Price exceeds the portion of the remaining principal balance of
such Receivable allocable to the Certificate Owner), such premium will be
amortizable by the Certificate Owner as an offset to interest income (with a
corresponding reduction in the Certificate Owner's basis) under a constant yield
method over the term of the Receivable if an election under Section 171 of the
Code is made with respect to the interests in the Receivables represented by the
Certificates or was previously in effect. Any such election will also apply to
all debt instruments held by the Certificate Owner during the year in which the
election is made and all debt instructions acquired thereafter.
A Certificate Owner will be entitled to deduct, consistent with its method
of accounting, its pro rata share of reasonable servicing fees and other fees
paid or incurred by the Trust as provided in Section 163 or 212 of the Code. If
a Certificate Owner is an individual, estate or trust, the deduction for such
holder's share of such fees will be allowed only to the extent that all of such
holder's miscellaneous itemized deductions, including such holder's share of
such fees, exceed 2% of such holder's adjusted gross income. In addition, in the
case of Certificate Owners who are individuals, certain otherwise allowable
itemized deductions will be reduced, but not by more than 80%, by an amount
equal to 3% of such holder's adjusted gross income in excess of a statutorily
defined threshold ($117,950 in the case of married couple filing jointly for the
taxable year beginning in 1996). Because the Servicer will not report to
Certificate Owners the amount of servicing compensation that is attributable to
the Servicer's right to receive certain fees collected from Obligors and
interest earned on Collections, a holder subject to the foregoing limitations
may effectively underreport its net taxable income.
SALE OF A CERTIFICATE
If a Certificate is sold, gain or loss will be recognized equal to the
difference between the amount realized on the sale and the Certificate Owner's
adjusted basis in the Receivables and any other assets held by the Trust. A
Certificate Owner's adjusted basis will equal the Certificate Owner's cost for
the Certificate, increased by any discount previously included in income, and
decreased by any deduction previously allowed for accrued premium and by the
amount of principal payments previously received on the Receivables. Any gain or
loss not attributable to accrued interest will be capital gain or loss if the
Certificate was held as a capital asset.
FOREIGN CERTIFICATE OWNERS
As set forth above, it is expected that special tax counsel will render an
opinion, upon issuance, that the Certificates will be treated as representing a
fractional undivided interest in each asset of the Trust for U.S. Federal income
tax purposes. The following information describes the U.S. Federal income tax
treatment of investors that are not U.S. persons ('Foreign Investors') if the
Certificates are so characterized. The term 'Foreign Investor' means any person
other than (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity organized in or under the laws of the United States
or any political subdivision thereof or (iii) an estate or trust the income of
which is includible in gross income for U.S. Federal income tax purposes,
regardless of its source.
Interest on Receivables, including OID, paid to a Foreign Investor will be
subject to U.S. withholding taxes at a rate of 30% unless (i) the income is
'effectively connected' with the conduct by such Foreign Investor of a trade or
business carried on in the United States and the investor evidences this fact by
delivering an IRS Form 4224 or (ii) the Foreign Investor and each securities
clearing organization, bank, or other financial institution that holds the
Certificates on behalf of such Foreign Investor in the ordinary course of its
trade or business, in the chain between the Certificate Owner and the U.S.
person otherwise required to withhold the U.S. tax, complies with applicable
identification requirements (and the Certificate Owner does not actually or
constructively own 10% or more of the voting stock of the Bank or any of its
affiliates and is not a controlled foreign corporation with respect to the Bank
or any of its affiliates (or the holder of such an interest)). Applicable
identification requirements generally will be satisfied if there is delivered to
a securities clearing organization (i) IRS Form W-8 signed under penalties of
perjury by the Certificate Owner, stating that the Certificate Owner is not a
U.S. person and providing such Certificate Owner's name and address or (ii) IRS
Form 1001, signed by the Certificate Owner or such Certificate Owner's agent,
claiming exemption from withholding under an applicable tax treaty; provided
that in any such case (x) the applicable form is delivered pursuant to
applicable procedures and is properly transmitted to the United States entity
otherwise required to withhold tax and (y) none of the entities receiving the
form has actual knowledge that the Certificate Owner is a U.S. person.
39
<PAGE>
A Certificate Owner that is a nonresident alien or foreign corporation will
not be subject to U.S. Federal income tax on gain realized upon the sale,
exchange, or redemption of a Certificate, provided that (i) such gain is not
effectively connected with the conduct of a trade or business in the United
States, (ii) in the case of a Certificate Owner that is an individual, such
Certificate Owner is not present in the United States for 183 days or more
during the taxable year in which such sale, exchange, or redemption occurs, and
(iii) in the case of gain representing accrued interest, the conditions
described in the immediately preceding paragraph are satisfied.
If the interests of the Certificate Owners were reclassified as interests
in a partnership (not taxable as a corporation), such recharacterization could
cause a Foreign Investor to be treated as engaged in a trade or business in the
United States. In such event the Certificate Owner would be required to file a
Federal income tax return and, in general, would be subject to Federal income
tax, including branch profits tax in the case of a Certificateholder that is a
corporation (unless eliminated under an applicable tax treaty), on its net
income from the partnership. Further, the partnership would be required, on a
quarterly basis, to pay withholding tax equal to the sum, for each foreign
partner, of such foreign partner's distributive share of 'effectively connected'
income of the partnership multiplied by the highest rate of tax applicable to
that foreign partner. The tax withheld from each foreign partner would be
credited against such foreign partner's U.S income tax liability.
If the Trust were taxable as a corporation, distributions to foreign
persons, to the extent treated as dividends, would generally be subject to
withholding at the rate of 30%, unless such rate were reduced by an applicable
tax treaty.
BACKUP WITHHOLDING
Payments made on the Certificates and proceeds from the sale of
Certificates will not be subject to a 'backup' withholding tax of 31% unless, in
general, the Certificate Owner fails to comply with certain reporting procedures
and is not an exempt recipient under applicable provisions of the Code.
ERISA CONSIDERATIONS
ERISA and Section 4975 of the Code impose certain restrictions on employee
benefit or other plans subject to ERISA or Section 4975 of the Code ('Plans'),
persons who have certain specified relationships to such Plans ('Parties in
Interest') and persons investing assets that are deemed to be assets of any Plan
under the Plan Asset Regulation (as defined herein). ERISA also imposes certain
duties on persons who are fiduciaries of Plans subject to ERISA, and ERISA and
Section 4975 of the Code prohibit certain transactions between a Plan and
Parties in Interest with respect to such Plan. Under ERISA, any person who
exercises any authority or control respecting the management or disposition of
the assets of a Plan is considered to be a fiduciary of such Plan (subject to
certain exceptions not here relevant).
The Department of Labor ('DOL') has issued a final regulation (29 C.F.R.
Section 2510.3-101) concerning the definition of what constitutes the assets of
a Plan (the 'Plan Asset Regulation'). This regulation provides that, as a
general rule, the underlying assets and properties of corporations,
partnerships, grantor trusts and certain other entities in which a Plan (which
is subject to ERISA) makes an 'equity' investment will be deemed for purposes of
ERISA to be assets of the investing Plan unless certain exceptions apply. The
Plan Asset Regulation contains certain exceptions to this general rule.
Accordingly if a Plan purchases the Certificates, the Trust could be deemed to
hold plan assets unless one of the exceptions under the Plan Assets Regulation
is applicable to the Trust.
Under the terms of the Plan Asset Regulation, if the Trust were deemed to
hold Plan assets by reason of a Plan's investment in a Certificate, such Plan
assets would include an undivided interest in the Trust and Receivables
underlying the Trust and any other assets held by the Trust. In such an event,
the persons providing services with respect to the assets of the Trust,
including the Receivables, may be subject to the fiduciary responsibility
provisions of Title I of ERISA and be subject to the prohibited transaction
provisions of ERISA and Section 4975 of the Code with respect to transactions
involving such assets unless such transactions are subject to a statutory,
regulatory or administrative exemption. A violation of the prohibited
transaction rules may result in the imposition of an excise tax and other
liabilities under ERISA and Section 4975 of the Code.
The DOL has granted to Chase Securities Inc. (the successor to Chemical
Securities Inc.), the managing underwriter, an administrative exemption,
Prohibited Transaction Exemption 90-33 (Exemption Application No. D-7940) (the
'Exemption') from certain of the prohibited transaction rules of ERISA and
Section 4975 of the Code with respect to the initial purchase, the holding and
the subsequent resale by Plans of certificates representing interests in
asset-backed pass-through trusts that consist of certain receivables, loans and
other obligations that meet the conditions and requirements of the Exemption.
The receivables covered by the
40
<PAGE>
Exemption include motor vehicle installment obligations and purchase money loans
such as the Receivables. The Exemption will apply to the acquisition, holding
and resale of the Certificates by a Plan, provided that certain conditions
(certain of which are described below) are met.
Among the conditions which must be satisfied for the Exemption to apply are
the following:
(1) The acquisition of the Certificates by a Plan is on terms (including
the price for the Certificates) that are at least as favorable to the
Plan as they would be in an arm's-length transaction with an unrelated
party;
(2) The rights and interests evidenced by the Certificates acquired by the
Plan are not subordinated to the rights and interests evidenced by
other certificates of the Trust;
(3) The Certificates acquired by the Plan have received a rating at the
time of such acquisition that is in one of the three highest generic
rating categories from either Standard & Poor's, Moody's, Duff & Phelps
Inc. or Fitch Investors Service, Inc.;
(4) The sum of all payments made to the Underwriters in connection with the
distribution of the Certificates represents not more than reasonable
compensation for underwriting the Certificates. The sum of all payments
made to and retained by the Seller pursuant to the sale of the
Receivables to the Trust represents not more than the fair market value
of such Receivables. The sum of all payments made to and retained by
the Servicer represents not more than reasonable compensation for the
Servicer's services under the Agreement and reimbursement of the
Servicer's reasonable expenses in connection therewith;
(5) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below); and
(6) The Plan investing in the Certificates is an 'accredited investor' as
defined in Rule 501(a)(1) of Regulation D of the Commission under the
Securities Act of 1933, as amended.
Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when a Plan fiduciary that is
an obligor with respect to the receivables held in the Trust (or an affiliate of
such obligor) causes a Plan to acquire certificates in the Trust, provided that,
among other requirements: (i) in the case of an acquisition in connection with
the initial issuance of Certificates, at least 50% of each class of Certificates
in which Plans have invested is acquired by persons independent of the
Restricted Group (as defined herein) and at least 50% of the aggregate interest
in the Trust is acquired by persons independent of the Restricted Group; (ii)
such obligor is an obligor with respect to 5% or less of the fair market value
of the obligations contained in the Trust; (iii) the Plan's investment in
Certificates does not exceed 25% of all of the Certificates outstanding at the
time of the acquisition; and (iv) immediately after the acquisition, no more
than 25% of the assets of the Plan are invested in certificates representing an
interest in one or more trusts containing assets sold or serviced by the same
entity. The Exemption, however, does not apply to the acquisition and holding of
the Certificates by Plans sponsored by the Seller, the Underwriters, the
Trustee, the Servicer, any obligor with respect to Receivables included in the
Trust constituting more than 5% of the aggregate unamortized principal balance
of the assets in the Trust, or any affiliate of such parties (the 'Restricted
Group').
As of the date hereof, no obligor with respect to Receivables included in
the Trust constitutes more than 5% of the aggregate unamortized principal
balance of the assets of the Trust.
Other administrative exemptions that may be available include DOL
Prohibited Transaction Class Exemption ('PTE') 75-1, which exempts certain
transactions involving employee benefit plans and certain broker-dealers,
reporting dealers and banks; PTE 84-14, which exempts certain transactions
effected on behalf of a plan by a 'qualified professional asset manager'; PTE
90-1, which exempts certain transactions with insurance company pooled separate
accounts; PTE 91-38, which exempts certain transactions between bank collective
investment funds and parties in interest; PTE 95-60, which exempts certain
transactions involving insurance company general accounts; or PTE 96-23, which
exempts certain transactions effected on behalf of a plan by an 'in-house asset
manager.' Even if the conditions specified in one or more of those PTE's are
met, the scope of the relief provided might not cover all potential prohibited
transactions that might involve assets of the Trust.
Any Plan fiduciary considering the purchase of Certificates should consult
with its counsel with respect to the applicability of the exemptions described
above and other issues and determine on its own whether all conditions have been
satisfied and whether the Certificates are an appropriate investment for a Plan
under ERISA and Section 4975 the Code.
41
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement
between the Seller and the underwriters named below (the 'Underwriters'), the
Seller has agreed to sell to the Underwriters, and each of the Underwriters has
severally agreed to purchase, the aggregate principal amount of the Certificates
set forth opposite its name:
<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT
- ----------- ----------------
<S> <C>
Chase Securities Inc......................... $
[ ]
----------------
Total........................................ $
----------------
----------------
</TABLE>
In the underwriting agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Certificates offered
hereby if any of the Certificates are purchased. The Underwriters have agreed to
reimburse the Seller for certain expenses of the issuance and distribution of
the Certificates.
The Seller has been advised by the Underwriters that the Underwriters
propose initially to offer the Certificates to the public at the price set forth
on the cover page hereof and to certain dealers at such price less concessions
not in excess of % of the principal amount of the Certificates. The
Underwriters may allow, and such dealers may reallow, concessions not in excess
of % of the principal amount of the Certificates to certain brokers and
dealers. After the initial public offering, the public offering price and other
selling terms may be changed by the Underwriters.
Chase Securities Inc. is an affiliate of the Seller and a subsidiary of
Chase.
The Prospectus may be used by Chase Securities Inc. in connection with
offers and sales related to market-making transactions in the Certificates.
Chase Securities Inc. may act as principal or agent in such transactions. Sales
will be made at prices related to prevailing market prices at the time of sale.
Chase Securities Inc. has no obligation to make a market in the Certificates,
and it may discontinue any such market-making activities at any time without
notice, in its sole discretion. Chase Securities Inc. is among the Underwriters
participating in the initial distribution of the Certificates.
The Seller will indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the Underwriters may be required to make in respect
thereof.
LEGAL MATTERS
Certain legal matters relating to the issuance of the Certificates will be
passed upon for the Seller by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), New York, New York, and certain other legal
matters will be passed upon for the Seller by Orest J. Lechnowsky, Esq., a
Senior Associate Counsel of The Chase Manhattan Bank (National Association), and
for the Underwriters by Orrick, Herrington & Sutcliffe, New York, New York. From
time to time Simpson Thacher & Bartlett and Orrick, Herrington & Sutcliffe
provide legal services to the Seller and its affiliates.
42
<PAGE>
GLOSSARY OF TERMS
<TABLE>
<CAPTION>
TERM PAGE
- ---- ----
<S> <C>
Advance.......................................................... 26
Agreement........................................................ 3
Assignments...................................................... 7
Available Cash Collateral Amount................................. 5
Bank............................................................. 3
Business Day..................................................... 3
Cash Collateral Account.......................................... 4
Cash Collateral Depositor........................................ 5
Cash Collateral Guaranty......................................... 4
Cash Collateral Trust 1996-A..................................... 5
Cash Collateral Trustee.......................................... 4
CBC.............................................................. 19
Cede............................................................. 3
CEDEL............................................................ 3
CEDEL Participants............................................... 21
Certificate Account.............................................. 24
Certificateholder................................................ 2
Certificate Owner................................................ 2
Certificates..................................................... 3
Chase............................................................ 19
Chase Connecticut Bank........................................... 8
Chase Florida Bank............................................... 10
Chase Florida Loans.............................................. 10
Chase Connecticut Loans.......................................... 10
Chase Lincoln Bank............................................... 10
Chase Lincoln Loans.............................................. 10
Chase Maryland Loans............................................. 10
Chemical......................................................... 19
Closing Date..................................................... 4
Code............................................................. 6
Collection Period................................................ 4
Commission....................................................... 2
Contract Rate.................................................... 13
Cooperative...................................................... 22
Cutoff Date...................................................... Cover,3
Dealer Agreements................................................ 8
Dealers.......................................................... 7
Defaulted Receivable............................................. 25
Definitive Certificate........................................... 22
Deposit Date..................................................... 4
Depositaries..................................................... 20
Depository....................................................... 20
Distribution Date................................................ 3
DOL.............................................................. 40
DSCs............................................................. 8
DTC.............................................................. 2,3
Due Date......................................................... 14
Eligible Bank.................................................... 24
Eligible Trust Company........................................... 24
ERISA............................................................ 6
Euroclear........................................................ 21
Euroclear Operator............................................... 22
Euroclear Participants........................................... 22
Euroclear System................................................. 22
Events of Servicing Termination.................................. 31
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- ---- ----
<S> <C>
Excess Collections............................................... 28
Excess Spread.................................................... 29
Exchange Act..................................................... 2
Exemption........................................................ 40
FDIC............................................................. Cover
Financed Vehicles................................................ 3
Foreign Investors................................................ 38
FTC Rule......................................................... 37
GAP amount....................................................... 9
Global Securities................................................ 45
Holders.......................................................... 23
Indirect Participants............................................ 21
Initial Cash Collateral Amount................................... 5
Late Fees........................................................ 4
Liquidation Proceeds............................................. 29
Loan Agreement................................................... 4
Merger........................................................... 19
Moody's.......................................................... 24
Motor Vehicle Loans.............................................. 8
OID.............................................................. 38
Obligors......................................................... 4
Participants..................................................... 20
Parties in Interest.............................................. 40
Pass-Through Rate................................................ 5
Paying Agent..................................................... 24
Payment Deficiencies............................................. 5
Plan Asset Regulation............................................ 40
Plans............................................................ 40
Pool Balance..................................................... 4
Pool Factor...................................................... 18
Principal Carryover Shortfall.................................... 29
PTE.............................................................. 41
Purchase Price................................................... 38
Receivables...................................................... Cover,3
Receivables Pool................................................. 13
Record Date...................................................... 3
Regulations...................................................... 37
Repurchase Amount................................................ 23
Required Cash Collateral Amount.................................. 6
Required Ratings................................................. 24
Restricted Group................................................. 41
Retained Yield................................................... 37
Seller........................................................... 3
Service.......................................................... 37
Servicer......................................................... 3
Servicing Fee.................................................... 4
Servicing Fee Rate............................................... 3
Standard & Poor's................................................ 24
Terms and Conditions............................................. 22
Transfer Agent and Registrar..................................... 23
Trust............................................................ Cover,3
Trust Agreement.................................................. 4
Trustee.......................................................... 3
UCC.............................................................. 35
Underwriters..................................................... 42
</TABLE>
44
<PAGE>
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND
TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Chase
Manhattan Grantor Trust 1996-B Automobile Pass-Through Certificates (the 'Global
Securities') to be issued will be available only in book-entry form. Investors
in the Global Securities may hold such Global Securities through any of the
Depository Trust Company ('DTC'), CEDEL or Euroclear. The Global Securities will
be tradeable as home market instruments in both the European and U.S. domestic
markets. Initial settlement and all secondary trades will settle in same-day
funds.
Secondary market trading between investors holding Global Securities
through CEDEL and Euroclear will be conducted in the ordinary way in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.
Secondary cross-market trading between CEDEL or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositaries of CEDEL and Euroclear (in such
capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing corporation
organizations or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, CEDEL and Euroclear will hold
positions on behalf of their participants through their respective Depositaries,
which in turn will hold such positions in accounts as DTC Participants.
Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to U.S. corporate debt obligations. Investor
securities custody accounts will be credited with their holdings against payment
in same-day funds on the settlement date.
Investors electing to hold their Global Securities through CEDEL or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no 'lock-up' or restricted period. Global Securities will be credited to the
securities custody accounts on the settlement date against payment in same-day
funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to U.S. corporate
debt obligations in same-day funds.
Trading between CEDEL and/or Euroclear Participants. Secondary market
trading between CEDEL Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
A-1
<PAGE>
Trading between DTC seller and CEDEL or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC Participant to the
account of a CEDEL Participant or a Euroclear Participant, the purchaser will
send instructions to CEDEL or Euroclear through a CEDEL Participant or Euroclear
Participant at least one business day prior to settlement. CEDEL or Euroclear
will instruct the respective Depositary to receive the Global Securities against
payment. Payment will include interest accrued on the Global Securities from and
including the last coupon payment date to and excluding the settlement date.
Payment will then be made by the respective Depositary to the DTC Participant's
account against delivery of the Global Securities. After settlement has been
completed, the Global Securities will be credited to the respective clearing
system and by the clearing system, in accordance with its usual procedures, to
the CEDEL Participant's or Euroclear Participant's account. The Global
Securities credit will appear the next day (European time) and the cash debit
will be backed-valued to, and the interest on the Global Securities will accrue
from, the value date (which would be the preceding day when settlement occurred
in New York). If settlement is not completed on the intended value date (i.e.,
the trade fails), the CEDEL or Euroclear cash debit will be valued instead as of
the actual settlement date.
CEDEL Participants and Euroclear Participants will need to make available
to the respective clearing systems the funds necessary to process same-day funds
settlement. The most direct means of doing so is to preposition funds for
settlement, either from cash on hand or existing lines of credit, as they would
for any settlement occurring within CEDEL or Euroclear. Under this approach,
they may take on credit exposure to CEDEL or Euroclear until the Global
Securities are credited to their accounts one day later.
As an alternative, if CEDEL or Euroclear has extended a line of credit to
them, CEDEL Participants or Euroclear Participants can elect not to pre-position
funds and allow that credit line to be drawn upon to finance settlement. Under
this procedure, CEDEL Participants or Euroclear Participants purchasing Global
Securities would incur overdraft charges for one day, assuming they cleared the
overdraft when the Global Securities were credited to their accounts. However,
interest on the Global Securities would accrue from the value date. Therefore,
in many cases the investment income on the Global Securities earned during the
one-day period may substantially reduce or offset the amount of such overdraft
charges, although this result will depend on each CEDEL Participant's or
Euroclear Participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective Depositary for the benefit of CEDEL Participants or Euroclear
Participants. The sale proceeds will be available to the DTC seller on the
settlement date. Thus, to the DTC Participant a cross-market transaction will
settle no differently than a trade between two DTC Participants.
Trading between CEDEL or Euroclear seller and DTC purchaser. Due to time
zone differences in their favor, CEDEL Participants and Euroclear Participants
may employ their customary procedures for transactions in which Global
Securities are to be transferred by the respective clearing system, through the
respective Depositary, to a DTC Participant. The seller will send instructions
to CEDEL or Euroclear through a CEDEL Participant or Euroclear Participant at
least one business day prior to settlement. In these cases, CEDEL or Euroclear
will instruct the respective Depositary, as appropriate, to deliver the bonds to
the DTC Participant's account against payment. Payment will include interest
accrued on the Global Securities from and including the last coupon payment date
to and excluding the settlement date. The payment will then be reflected in the
account of the CEDEL Participant or Euroclear Participant the following day, and
receipt of the cash proceeds in the CEDEL Participant's or Euroclear
Participant's account would be back-valued to the value date (which would be the
preceding day, when settlement occurred in New York). Should the CEDEL
Participant or Euroclear Participant have a line of credit with its respective
clearing system and elect to be in debit in anticipation of receipt of the sale
proceeds in its account, the back-valuation will extinguish any overdraft
charges incurred over that one-day period. If settlement is not completed on the
intended value date (i.e., the trade fails), receipt of the cash proceeds in the
CEDEL Participant's or Euroclear Participant's account would instead be valued
as of the actual settlement date.
Finally, day traders that use CEDEL or Euroclear and that purchase Global
Securities from DTC Participants for delivery to CEDEL Participants or Euroclear
Participants should note that these trades would
A-2
<PAGE>
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:
(a) borrowing through CEDEL or Euroclear for one day (until the
purchase side of the day trade is reflected in their CEDEL or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant
no later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their CEDEL or Euroclear
account in order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC Participant is at
least one day prior to the value date for the sale to the CEDEL Participant
or Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of Global Securities holding securities through CEDEL or
Euroclear (or through DTC if the holder has an address outside the U.S.) will be
subject to the 30% U.S. withholding tax that generally applies to payments of
interest (including original issue discount) on registered debt issued by U.S.
Persons, unless (i) each clearing system, bank or other financial institution
that holds customers' securities in the ordinary course of its trade or business
in the chain of intermediaries between such beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification requirements and
(ii) such beneficial owner takes one of the following steps to obtain an
exemption or reduced tax rate:
Exemption for non-U.S. Persons (Form W-8). Beneficial owners of
Certificates that are non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.
Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).
Exemption or reduced rate for non-U.S. Persons resident in treaty countries
(Form 1001). Non-U.S. Persons that are Certificate Owners residing in a country
that has a tax treaty with the United States can obtain an exemption or reduced
tax rate (depending on the treaty terms) by filing Form 1001 (Ownership,
Exemption or Reduced Rate Certificate). If the treaty provides only for a
reduced rate, withholding tax will be imposed at that rate unless the filer
alternatively files Form W-8. Form 1001 may be filed by the Certificate Owner or
his agent.
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it holds
(the clearing agency, in the case of persons holding directly on the books of
the clearing agency). Form W-8 and Form 1001 are effective for three calendar
years and Form 4224 is effective for one calendar year.
The term 'U.S. Person' means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of the
United States or any political subdivision thereof or (iii) an estate or trust
the income of which is includible in gross income for United States tax
purposes, regardless of its source. This summary does not deal with all aspects
of U.S. Federal income tax withholding that may be relevant to foreign holders
of the Global Securities. Investors are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of the
Global Securities.
A-3
<PAGE>
------------------------------------------------------
------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THIS OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION) OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION) OR THE RECEIVABLES SINCE THE DATE THEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Reports to Certificateholders................................. 2
Available Information......................................... 2
Prospectus Summary............................................ 3
The Bank's Portfolio of Motor Vehicle Loans................... 7
The Trust..................................................... 13
The Receivables Pool.......................................... 13
Yield Considerations.......................................... 18
Pool Factors.................................................. 18
Use of Proceeds............................................... 19
The Chase Manhattan Bank (National Association)............... 19
The Certificates.............................................. 19
Certain Legal Aspects of the Receivables...................... 35
Certain Federal Income Tax Consequences....................... 37
ERISA Considerations.......................................... 40
Underwriting.................................................. 42
Legal Matters................................................. 42
Glossary of Terms............................................. 43
Annex I: Global Clearance, Settlement and Tax Documentation
Procedures.................................................. A-1
</TABLE>
------------------
UNTIL , 199 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL DEALERS
EFFECTING TRANSACTIONS IN THE CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT
IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING
AS UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
[LOGO]
$
CHASE MANHATTAN GRANTOR TRUST 1996-B
% AUTOMOBILE LOAN
PASS-THROUGH CERTIFICATES
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
------------------------
PROSPECTUS
------------------------
CHASE SECURITIES INC.
, 1996
------------------------------------------------------
------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the offering of the Certificates being
registered herein are estimated as follows:
<TABLE>
<S> <C>
Registration Fee............... $
Legal Fees and Expenses........
Accounting Fees and Expenses...
Blue Sky Fees and Expenses.....
Rating Agency Fees.............
Trustee's Fees and Expenses....
Printing.......................
Miscellaneous..................
-----------
Total.......................... $
-----------
-----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Articles of Association of the Bank provides that
any person (including the heirs, executors and administrators of such person)
who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investiga-tive, including, but not limited to, any action or
suit by or in the right of the Bank or any parent of the Bank to procure
judgment in its favor by reason of the fact that (a) such person is or was a
director or officer of the Bank or (b) such person is or was a director or
officer of the Bank and is or was serving at the request of the Bank as a
director, officer, employee, fiduciary, or agent of another bank, corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Bank to the fullest extent authorized by the laws of the State of New York
and other applicable laws against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with the defense or settlement of such action, suit
or proceeding or any appeal therein; provided, however, that no indemnification
shall be provided to any such person if a judgment or other final adjudication
adverse to such person establishes that (i) such person's acts were committed in
bad faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated or (ii) such person
personally gained in fact financial profit or other advantage to which such
person was not legally entitled, and provided, further that no such
indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action, suit or
proceeding unless the Bank has given its prior consent to such settlement or
other disposition.
Article Seventh also provides that the Bank may indemnify any person
(including the heirs, executors and administrators of such person) who is or was
an employee or agent of the Bank or is or was serving at the request of the Bank
as a director, officer, employee, fiduciary, or agent of another bank,
corporation, partnership, joint venture, trust or other enterprise to the extent
and under the circumstances provided in the immediately preceding paragraph.
Article Seventh further provides that the right of any person referred to in the
first paragraph above to indemnification or to the repayment or advancement of
expenses as set forth above is a contract right pursuant to which the person
entitled thereto may bring suit as if the provisions of Article Seventh were set
forth in a separate written contract between the Bank and such person and will
continue to exist after the rescission, alteration, modification or repeal of
Article Seventh with respect to any act or omission occurring prior thereto. The
right of any such person to indemnification provided by Article Seventh will
continue after such person has ceased to be a director or officer of the Bank
and will inure to the benefit of such person's heirs, executors, administrators
and legal representatives. The Bank's obligation to indemnify any person
pursuant to Article Seventh in connection with an action, suit or proceeding
initiated by such person will exist only if the action, suit or proceeding was
authorized by the Bank's board of directors.
II-1
<PAGE>
Article 7 of the Business Corporation Law of the State of New York,
Sections 721 through 726, provides, under certain circumstances, for
indemnification of directors and offices of a corporation who are made, or
threatened to be made, a party to an action or proceeding (other than one by or
in the right of a corporation to procure a judgment in its favor), whether civil
or criminal, by reason of their service as an officer or director of a
corporation against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney's fees actually and necessarily incurred as a
result of such action or proceeding or any appeal therein. Article 7 of the New
York Business Corporation Law also provides that the statutory indemnification
provisions are nonexclusive, but prohibits indemnification if a judgment or
other final adjudication adverse to the director or officer of a corporation
establishes that the officer's or director's acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that such director or officer personally
gained in fact a financial profit or other advantage to which the officer or
director was not legally entitled, or that would be inconsistent with the laws
of the jurisdiction of incorporation (in the case of corporations formed under
the laws of any jurisdiction other than New York), the corporation's certificate
of incorporation, by-laws, resolutions or other proper corporate action or any
court settlement.
In addition, the Bank maintains insurance policies which insure and provide
indemnification to, among others, the Bank's officers and directors against
certain liabilities.
ITEM 16. EXHIBITS.
(a) Exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Underwriting Agreement.***
3.1 -- Articles of Association of the Registrant.*
3.2 -- By-laws of the Registrant.**
4.1 -- Form of Pooling and Servicing Agreement between the Registrant and
the Trustee (including the form of Certificates).***
5.1 -- Opinion of Simpson Thacher & Bartlett with respect to legality.***
8.1 -- Opinion of Simpson Thacher & Bartlett with respect to tax matters
(included as part of Exhibit 5.1).***
23.1 -- Consent of Simpson Thacher & Bartlett (included as part of Exhibit
5.1).***
23.2 -- Consent of Simpson Thacher & Bartlett (included as part of Exhibit
5.1).***
24.1 -- Powers of Attorney of directors and officers of the Registrant.
</TABLE>
- ------------------
* Incorporated by reference to Exhibit 3.1 of Registration Statement No.
33-94460.
** Incorporated by reference to Exhibit 3.2 of Registration Statement No.
33-94460.
*** To be filed by amendment.
(b) Financial Statements:
Not applicable.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the 'Act');
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be
II-2
<PAGE>
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
'Calculation of Registration Fee' table in the effective
Registration Statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that (a)(1)(i) and
(a)(1)(ii) will not apply if the information required to be
included in a post-effective amendment thereby is contained in
periodic reports filed pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the
'Exchange Act') that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering hereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered that remain unsold
at the termination of the offering.
(b) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of a
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) with respect to the Trust that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit
prompt delivery to each purchaser.
(d) That, insofar as indemnification for liabilities arising under the Act
may be permitted to directors, offices and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnifications is against public policy as
expressed in the Act and is therefore unenforceable. In the event that
a claim for indemnification against such liabilities (other than
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of such Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer of controlling person in connection with the
securities being registered, such Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
(e)(1) That, for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be
deemed to be part of the registration statement as of the time it
was declared effective.
(2) That, for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on this 16th day of May,
1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ JOHN B. WYNNE
---------------------------------
(John B. Wynne)
(Corporate Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------- --------------------------------------- ------------
<S> <C> <C>
* Director, Chairman of the Board May 16, 1996
- ------------------------- (Principal Executive Officer)
Walter B. Shipley
* Director, President and Chief Operating May 16, 1996
- ------------------------- Officer
Thomas G. Labrecque
* Director, Senior Vice-Chairman May 16, 1996
- -------------------------
Edward D. Miller
* Director, Vice Chairman May 16, 1996
- -------------------------
William B. Harrison, Jr.
* Director, Vice Chairman May 16, 1996
- -------------------------
E. Michel Kruse
* Director May 16, 1996
- -------------------------
Frank A. Bennack, Jr.
* Director May 16, 1996
- -------------------------
Susan V. Berresford
* Director May 16, 1996
- -------------------------
W. Anthony Burns
* Director May 16, 1996
- -------------------------
H. Laurance Fuller
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------- --------------------------------------- ------------
<S> <C> <C>
* Director May 16, 1996
- -------------------------
Melvin R. Goodes
* Director May 16, 1996
- -------------------------
William H. Gray III
* Director May 16, 1996
- -------------------------
George V. Grune
* Director May 16, 1996
- -------------------------
Harold S. Hook
* Director May 16, 1996
- -------------------------
Helene L. Kaplan
Director May 16, 1996
- -------------------------
J. Bruce Llewellyn
* Director May 16, 1996
- -------------------------
Edmund T. Pratt, Jr.
* Director May 16, 1996
- -------------------------
Henry B. Schacht
* Director May 16, 1996
- -------------------------
Andrew C. Sigler
Director May 16, 1996
- -------------------------
John R. Stafford
Director May 16, 1996
- -------------------------
Marina v.N. Whitman
* Director May 16, 1996
- -------------------------
Peter J. Tobin
* Director May 16, 1996
- -------------------------
Joseph L. Sclafani
</TABLE>
- ------------------
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated directors and
officers of the Registrant pursuant to powers of attorney signed by such
officers and directors.
/s/ JOHN B. WYNNE
-------------------------
John B. Wynne
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- ------ ---------------------------------------------------------- -------------
<S> <C> <C>
1.1 -- Form of Underwriting Agreement.
3.1 -- Articles of Association of the Registrant.*
3.2 -- By-laws of the Registrant.**
4.1 -- Form of Pooling and Servicing Agreement between the
Registrant and the Trustee (including the form of
Certificates).
5.1 -- Opinion of Simpson Thacher & Bartlett with respect to
legality.***
8.1 -- Opinion of Simpson Thacher & Bartlett with respect to
tax matters (included as part of Exhibit 5.1).***
23.1 -- Consent of Simpson Thacher & Bartlett (included as part
of Exhibit 5.1).***
23.2 -- Consent of Simpson Thacher & Bartlett (included as part
of Exhibit 5.1).***
24.1 -- Powers of Attorneys of directors and officers of the
Registrant.
</TABLE>
- ------------------
* Incorporated by reference to Exhibit 3.1 of Registration Statement No.
33-94460.
** Incorporated by reference to Exhibit 3.2 of Registration Statement No.
33-94460.
*** To be filed by amendment.
<PAGE>
EXHIBIT 24.1
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Walter B. Shipley
Walter B. Shipley
Director, Chairman of the
Board
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Thomas G. Labrecque
Thomas G. Labrecque
Director, President and
Chief Operating Officer
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Edward D. Miller
Edward D. Miller
Director, Senior Vice Chairman
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ William B. Harrison, Jr.
William B. Harrison, Jr.
Director, Vice Chairman
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ E. Michel Kruse
E. Michel Kruse
Director, Vice Chairman
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Frank A. Bennack, Jr.
Frank A. Bennack, Jr.
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Susan V. Berresford
Susan V. Berresford
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ W. Anthony Burns
W. Anthony Burns
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ H. Laurance Fuller
H. Laurance Fuller
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Melvin R. Goodes
Melvin R. Goodes
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ William H. Gray III
William H. Gray III
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ George V. Grune
George V. Grune
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Harold S. Hook
Harold S. Hook
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Helene L. Kaplan
Helene L. Kaplan
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Edmund T. Pratt, Jr.
Edmund T. Pratt, Jr.
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Henry B. Schacht
Henry B. Schacht
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Andrew C. Sigler
Andrew C. Sigler
Director
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Joseph L. Sclafani
Joseph L. Sclafani
Controller
<PAGE>
KNOW ALL MEN 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 The Chase Manhattan Bank (National Association) (the "Bank"),
hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD
D. MILLER, WILLIAM B. HARRISON JR., E. MICHEL KRUSE, PETER J. TOBIN, JOHN B.
WYNNE and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful at torneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Bank to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in connection with
the registration under the Act of (i) debt obligations of the Bank or a limited
purpose subsidiary of the Bank, or other entity secured by a pledge of
identified financial assets of the Bank, (ii) fixed, fractional, undivided
ownership interests in the corpus of a grantor trust to which identified
financial assets of the Bank will be conveyed, (iii) certificates representing a
participation interest in identified financial assets of the Bank, or in a
financial instrument acquired with such assets, (iv) interests in a real estate
mortgage investment conduit (as defined in Section 860D of the Internal Revenue
Code of 1986, as amended) or (v) interests in a limited purpose subsidiary or
other entity of the Bank, to which identified assets of the Bank will be
conveyed, authorized for offer and issuance by the Board of Directors of the
Bank pursuant to resolutions adopted by such Board of Directors on July 17, 1991
(the "Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of each undersigned
director and officer in such capacity, to one or more registration statements on
Form S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable ("Registration Statements") to be filed with the SEC with respect to
any Securities, to any and all amendments to any such Registration Statements
(including post-effective amendments) and to any or all other instruments or
documents to be filed as a part of or in connection with any such Registration
Statements or any and all amendments thereto (including post-effective
amendments), whether such instruments or documents are filed before or after the
effective date of any such Registration Statements, and to appear before the SEC
in connection with any matter relating thereto, hereby granting to such
attorneys-in-fact and agents, and each of them, full power to do and perform any
and all acts and things requisite and necessary to be done as he or she might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 9th day of May 1996.
/s/ Peter J. Tobin
Peter J. Tobin
Chief Financial Officer
