MMCA AUTO RECEIVABLES TRUST
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS
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Pursuant to Section 3806 of Title 12 of the Delaware Code
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The undersigned, being all the Members of the Board of Managers of
MMCA Auto Receivables Trust, a Delaware business trust (the "Trust"), do
hereby consent to the adoption of, and do hereby adopt, the resolutions
hereinafter set forth as the action of the Board of Managers of the Trust
pursuant to Section 3806 of Title 12 of the Delaware Code with the same
force and effect as if said resolutions had been approved and adopted at a
special meeting of the Board of Managers of the Trust, duly called and held
for such purpose, and do hereby direct the Secretary of the Trust to insert
his Consent in the minute books of the Trust (capitalized terms used herein
without definition shall have the meaning ascribed to such term in the
Amended and Restated Trust Agreement dated as of October 1, 1999 between
Mitsubishi Motors Credit of America, Inc. as Beneficial Owner, and Chase
Manhattan Bank Delaware, as Trustee:
RESOLVED, that the Trust is hereby authorized to enter into an
agreement ("Purchase Agreement") with Mitsubishi Motors Credit of America,
Inc., providing for the purchase by the Trust of consumer and commercial
vehicle retail installment sale contracts and assets relating thereto, upon
such terms and conditions as may be approved by any two of the following
Authorized Officers: the President, any Executive Vice President and the
Treasurer.
RESOLVED, that the President, any Executive Vice President, and the
Treasurer, and each of them, be and hereby are authorized, in the name and
on behalf of the Trust, at any time, to take such action, and to execute
(by either manual or facsimile signature) and deliver the Purchase
Agreement and such agreements, documents or other instruments in connection
therewith or related thereto as they or any of them, may determine
necessary, appropriate or desirable, the taking of such action or the
execution of the Purchase Agreement or agreements, or documents or other
instruments in connection therewith or related thereto to be conclusive
evidence of such determination with respect thereto.
RESOLVED, that the Trust is hereby authorized to issue and sell in
(i) a public offering required to be registered with the Securities and
Exchange Commission (the "Commission") pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the "Act"), and/or
(ii) in a private placement or offshore offering exempt from registration
under the Act, certificates or securities ("Receivables Securities")
relating to or representing an individual interest in consumer and
commercial vehicle retail installment sale contracts ("Receivables")
acquired by the Trust, in an aggregate principal amount not to exceed the
aggregate principal amount authorized for registration under the Act
pursuant to the next succeeding resolution, upon such terms and conditions
as may be fixed by the Board of Managers or by the President, the Treasurer
and any Executive Vice President, and the President, Treasurer and any
Executive Vice President be and hereby are authorized to determine the
terms and conditions of the Receivables Securities.
RESOLVED, that the preparation of a Registration Statement on such
form as may be appropriate (the "Registration Statement") covering the
Receivables Securities, including a prospectus, exhibits and other
documents, to be filed with the Commission, for the purpose of registering
the offer and sale of the Receivables Securities under the Act in principal
amount not to exceed in the aggregate $3.0 billion be and it hereby is in
all respects approved; that the Managers and proper Authorized Officers of
the Trust, and each them, be and hereby are authorized to sign and execute
on their own behalf, or in the name and on behalf of the Trust, or both, as
the case may be, the Registration Statement, with such changes, if any,
therein, including amendments to the prospectus and the addition or
amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form as such
Managers and Authorized Officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that
the appropriate Authorized Officers of the Trust, and each of them, be and
hereby are authorized to cause the Registration Statement, so executed, to
be filed with the Commission.
RESOLVED, that the Managers and appropriate Authorized Officers of
the Trust, and each of them, be and hereby are authorized to sign and
execute on their own behalf, or in the name and on behalf of the Trust, or
both, as the case may be, any and all amendments (including post-effective
amendments) to the Registration Statement, including amendments to the
prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith,
all in such form, with such changes, if any, therein as such Managers and
Authorized Officers may deem necessary, appropriate or desirable, as
conclusively evidenced by their execution thereof, and that the appropriate
Authorized Officers of the Trust, and each of them, be or hereby are
authorized to cause such amendment or amendments, so executed to be filed
with the Commission.
RESOLVED, that each Authorized Officer and Manager who may be
required to sign and execute the Registration Statement or any amendment
thereto or document in connection therewith (whether on behalf of the
Trust, or as an Authorized Officer or Manager of the Trust, or otherwise),
be and hereby is authorized to execute a power of attorney appointing
Steven E. Grimaldi, J. Sean Plater and Tatsuo Nonaka, and each of them,
severally, as true and lawful attorney or attorneys to sign in his name,
place and stead in any such capacity the Registration Statement and any and
all amendments (including post-effective amendments) thereto and documents
in connection therewith, and to file the same with the Commission, each of
said attorneys to have power to act with or without the other, and to have
full power and authority to do and perform, in the name and on behalf of
each of said Authorized Officers and Managers who shall have executed such
a power of attorney, every act whatsoever which such attorneys, or any of
them, may deem necessary, appropriate or desirable to be done in connection
therewith as fully and to all intents and purposes as such Authorized
Officers or Managers might or could do in person.
RESOLVED, that the proper Authorized Officers of the Trust be and
hereby are authorized in the name and on behalf of the Trust to take any
and all action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to obtain a permit, register or qualify
the Receivables Securities for issuance and sale or to request an exception
from registration of such securities or to register or obtain a license for
the Trust as a dealer or broker under the securities laws of such
jurisdictions as such person, or any of them, may deem necessary,
appropriate or desirable, and in connection with such registrations,
permits, licenses, qualifications and exemptions to execute, acknowledge,
verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to service of process, powers of attorney
and other papers and instruments as may be required under such laws, and to
take any and all further action which such person, or any of them, may deem
necessary, appropriate or desirable in order to maintain such registrations
in effect for as long as such persons, or any of them, may deem to be in
the best interests of the Trust.
RESOLVED, that any and all in haec verba resolutions which may be
required by the Blue Sky or securities laws of any state in which the Trust
intends to offer to sell the Receivables Securities be, and they hereby
are, adopted; that the proper Authorized Officers of the Trust be, and they
hereby are, authorized to certify that such resolutions were duly adopted
by virtue of this Unanimous Written Consent of the Board of Managers of the
Trust, and that the Secretary of the Trust shall cause a copy of each
resolution so certified to be attached to this Consent.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to select one or
more underwriters of the Receivables Securities and to negotiate the terms
and provisions of an underwriting agreement (the "Underwriting Agreement")
between the Trust and such underwriters relating to the public offering
described in and contemplated by the Registration Statement.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to select one or
more purchasers or placement agents of the Receivables Securities and to
negotiate the terms and provisions of one or more purchase agreements (each
a "Securities Purchase Agreement") between the Trust and such purchasers or
placement agents relating to the sale and distribution of the Receivables
Securities.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to negotiate the
terms and provisions of one or more trust agreements (each, an "Owner Trust
Agreement") between the Trust, as Depositor, and an entity qualified to act
in such capacity, as Owner Trustee, relating to the establishment of MMCA
Auto Trust 2000- 1 (the "Owner Trust").
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to negotiate the
terms and provisions of one or more servicing agreements (each a "Sale and
Servicing Agreement") among the Trust, as Seller, Mitsubishi Motors Credit
of America, Inc., as Servicer, and the Owner Trust, relating to the
transactions described in and contemplated by the Registration Statement.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to enter into one
or more yield supplement agreements (each, a "Yield Supplement Agreement")
relating to the Receivables Securities upon such terms and conditions as
may be approved by such Authorized Officer.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to select one or
more domestic or foreign clearing corporations and to enter into one or
more agreements (each, a "Depositary Agreement") with a bank, financial
institution or other corporation or entity, providing for the settlement
and clearance of any Receivable Security through the facilities of any such
clearing corporation.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to execute and
deliver the Underwriting Agreement, Securities Purchase Agreements, Owner
Trust Agreements, Sale and Servicing Agreements, Yield Supplement
Agreements and Depositary Agreements and to perform the obligations of the
Trust under the terms of the Underwriting Agreement, Securities Purchase
Agreements, Owner Trust Agreements, Sale and Servicing Agreements, Yield
Supplement Agreements and Clearing Agreements and Steven E. Grimaldi hereby
is in the name and on behalf of the Trust, authorized, empowered and
directed to execute and deliver the Underwriting Agreement and to perform
the obligations of the Trust under the terms of the Underwriting Agreement.
RESOLVED, that the Trust is authorized to sell, transfer, and
assign the Receivables, in a principal amount not to exceed $3.5 billion,
to the Owner Trust and to have Receivables sold, transferred, and assigned
back to it by the Owner Trust in such amounts, at such times and as
otherwise described in or contemplated by the Registration Statement and
the Sale and Servicing Agreements, and that the President, the Treasurer
and any Executive Vice President of the Trust be, and each of them hereby
is, in the name and on behalf of the Trust, authorized, empowered and
directed to execute and deliver to the Owner Trust such papers and
documents, including, without limitation, assignment documents, bills of
sale, Uniform Commercial Code financing statements and such other documents
as are necessary or desirable to evidence the sale, transfer and assignment
of the Receivables to or the transfer and assignment of Receivables from
the Owner Trust as heretofore provided as described in and contemplated by
the Registration Statement and the Sale and Servicing Agreements and all
exhibits thereto.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Trust, to execute
(by manual or facsimile signature) Receivables Securities (and, in
addition, Receivables Securities to replace any of the Receivables
Securities which are lost, stolen, mutilated or destroyed and Receivable
Securities required for exchange, substitution or transfer, all as provided
in one or more indentures relating to the Receivables Securities (each, an
"Indenture"), the Owner Trust Agreements or other agreements) in fully
registered form in substantially the forms of Receivables Securities to be
set forth in the Indentures, Owner Trust Agreements or other agreements
with such changes therein and additions thereto as such Authorized Officer
or Authorized Officers executing the Receivables Securities may deem
necessary, appropriate or desirable, as conclusively evidenced by his or
their execution thereof.
RESOLVED, that the President the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized to appoint one or more paying agents,
registrars, transfer agents, and other agents and functionaries, and to
execute and deliver, in the name and on behalf of the Trust, any
agreements, instruments or documents relating to any such appointment, for
the purpose of the implementing and giving effect to the respective
provisions of the Indentures, Owner Trust Agreements, Receivables
Securities or other agreements which shall be executed and delivered
pursuant to the foregoing resolutions.
RESOLVED, that the retention of the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP, and any other firm chosen by the President, the
Treasurer or any Executive Vice President, as special counsel to the Trust
in connection with the establishment of the Owner trust and the preparation
of documents relating to the issuance and sale of the Receivables
Securities, and any and all related matters, be, and it hereby is, ratified
and approved.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, authorized and
empowered to retain such other counsel, accountants, investment advisors,
and such other professionals and advisors as he shall deem necessary or
desirable in order to accomplish the purpose and intent of these
resolutions.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, authorized and
directed to execute and deliver or cause to be executed and delivered such
additional or other documents, certificates, and instruments, and to take
any and all such other action as may be deemed by each such Authorized
Officer necessary, desirable or appropriate in order to carry out the
purpose and intent of the foregoing resolutions.
RESOLVED, that the President, the Treasurer and any Executive Vice
President of the Trust be, and each of them hereby is, in the name and on
behalf of the Trust, authorized, empowered and directed to do and perform,
or cause to be done and performed, all such acts, deeds, and things and to
make, execute, and deliver, or cause to be made, executed and delivered,
all such agreements, undertakings, documents, instruments, or certificates
in the name and on behalf of the Trust, or otherwise as such Authorized
Officer may deem necessary or appropriate to effectuate or carry out fully
the purposes and intent of the foregoing resolutions, including, without
limitation, the performance of the obligations of the Trust under the
Registration Statement, Purchase Agreement, Underwriting Agreement,
Securities Purchase Agreements, Owner Trust Agreements, Sale and Servicing
Agreements, Yield Supplement Agreements, Depositary Agreements, and all
agreements that are exhibits to the aforementioned agreements and
documents, or any other agreement, certificate, or instrument referred to
or contemplated herein or therein.
RESOLVED, that any and all actions taken or contracts entered into
heretofore by any of the President, the Treasurer or any Executive Vice
President of the Trust, as well as any and all actions taken or contracts
entered into by said person as an individual acting for the Trust, with
respect to the Registration Statement, Purchase Agreement, Underwriting
Agreement, Securities Purchase Agreements, Owner Trust Agreements, Sale and
Servicing Agreements, Yield Supplement Agreements, Depositary Agreements,
and all agreements that are exhibits to the aforementioned agreements and
documents, or the transactions and events contemplated hereby or thereby be
and the same hereby are ratified, approved and confirmed, and all such
actions and contracts are hereby adopted as though said individuals had at
such time full power and authority to act for and on behalf of the Trust
and in the same manner as if each and every act had been done pursuant to
the specific authorization of the Board of Managers of the Trust.
RESOLVED, that for the purpose of facilitating the execution of
this Unanimous Written Consent of the Board of Managers, this document may
be executed in one or more counterparts, each of which counterpart shall be
deemed to be an original and all of which counterparts shall constitute but
one and the same instrument.
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RESOLVED, that these resolutions are effective as of the 28th day
of July, 2000.
IN WITNESS WHEREOF, the undersigned, being all the Managers of MMCA
Auto Receivables Trust have executed this Unanimous Written Consent of the
Board of Managers.
/s/ Hiroshi Yajima /s/ John Maynard
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Hiroshi Yajima John Maynard
/s/ Charles A. Tredway /s/ Yasuhiro Hagihara
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Charles A. Tredway Yasuhiro Hagihara
/s/ Akinobu Saito
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Akinobu Saito
Martconsent7/00
