____________________________________________
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305 (B) (2)
___________________________
Bank of Tokyo-Mitsubishi Trust Company
(Exact name of trustee as specified in its charter)
New York 13-5643426
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
1251 Avenue of the Americas 10020
(Address of principal executive office) (Zip Code)
___________________________
MMCA Auto Receivables Trust
(Exact name of obligor as specified in its charter)
Delaware 33-0570905
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6363 Katella Avenue
Cypress, CA 90630-5205
(Address of principal executive offices) (Zip Code)
___________________________
...% Asset Backed Notes...
(Title of the indenture securities)
1. General information. Furnish the following information as to the
Trustee:
(a) Name and addresses of each examining or supervising authority to which
it is subject.
Name Address
---- -------
Superintendent of Banks of the 2 Rector Street, New York
State of New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington D.C. 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Attached herewith pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the "Act") and 17 C.F.R. 229.10 (d).
1. A copy of the Organization Certificate of Bank of
Tokyo-Mitsubishi Trust Company as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers.*
2. A copy of the existing By-laws of the Trustee.*
3. The consent of the Trustee required by Section 321(b) of the Act.*
4. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
* Exhibit previously filed with the Securities and Exchange
Commission with Registration No. 333-32937 and incorporated herein
by reference thereto.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, Bank of
Tokyo-Mitsubishi Trust Company, a corporation organized and existing unde
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 2nd
day of August 2000.
BANK OF TOKYO- MITSUBISHI TRUST
COMPANY
By: /s/ Adam Berman
----------------------------
Name: Adam Berman
Title: Trust Officer
EXHIBIT 6
Language for Item 6 of Form T-1
Bank of Tokyo-Mitsubishi Trust Company hereby consents to
the furnishing of reports of examinations by federal, state, territorial or
district authorities to the Securities and Exchange Commission
("Commission") upon the Commission's request.
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EXHIBIT 7 TO FORM T-1
BANK OF TOKYO-MITSUBISHI TRUST COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1999 and 1998
($ in thousands, except share data)
Assets: 1999 1998
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<S> <C> <C>
Cash and due from banks $ 645,980 $ 666,759
Interest-bearing deposit placed 677,089 30,320
Federal funds sold and securities purchased under agreements
to resell 455,000 275,000
Available-for-sale securities (note 2) 368,675 393,513
Loans, net of unearned income (note 3) 2,674,182 2,993,710
Less allowance for loan losses (note 3) 88,915 98,614
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Loans, net 2,585,267 2,895,096
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Bank premises and equipment, net of accumulated
depreciation of $7,024 and $6,435, respectively 6,622 7,778
Customers' liability to acceptances 47 56
Accrued interest receivable 31,683 42,939
Other assets 100,549 64,210
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Total assets $ 4,870,912 $ 4,375,671
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Liabilities:
Deposits:
Noninterest-bearing deposits in domestic offices $ 1,364,979 $1,335,124
Interest-bearing deposits in domestic offices (note 6) 576,244 542,478
Interest-bearing deposits in overseas offices (note 6) 1,161,715 326,447
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Total deposits 3,102,938 2,204,049
Federal funds purchased (overnight) and securities sold
under agreements to repurchase 262,535 453,462
Other borrowed funds 399,982 558,062
Acceptances outstanding 47 56
Accrued interest payable 18,636 29,087
Accrued taxes and other liabilities (notes 5 and 12) 131,885 144,395
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Liabilities other than capital notes and subordinated debt 3,916,023 3,389,111
Capital notes and subordinated debt (note 7) 169,673 166,749
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Total liabilities 4,085,696 3,555,860
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Stockholder's Equity (note 4):
Preferred stock (par value $100):
1,000,000 shares unauthorized, none outstanding
Common stock (par value $100):
authorized 1,485,000 shares; issued 1,329,219 shares 132,922 132,922
Surplus 311,494 311,494
Undivided profits 345,632 368,547
Accumulated other comprehensive (loss) income ( 4,832) 6,848
----------- ---------
Total stockholder's equity 785,216 819,811
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Total liabilities and stockholder's equity $ 4,870,912 $ 4,375,671
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