FIRST-TIER SUBSEQUENT ASSIGNMENT
Dated: September 10, 2002
For value received, in accordance with the Purchase Agreement,
dated as of August 1, 2002, between the undersigned and MMCA Auto
Receivables Trust II (the "Purchaser") (as amended,supplemented or
otherwise modified and in effect from time to time, the "Purchase
Agreement"), the undersigned does hereby sell, assign, transfer and
otherwise convey unto the Purchaser, without recourse (subject to the
obligations in the Purchase Agreement), all right, title and interest
of the undersigned, whether now owned or hereafter acquired, in, to
and under the following, collectively:
(i) the Subsequent Receivables listed on Schedule A hereto;
(ii) with respect to the Subsequent Receivables that are
Actuarial Receivables, monies due thereunder on or after
August 31, 2002 (the "Subsequent Cutoff Date") (including
Payaheads) and, with respect to Subsequent Receivables
that are Simple Interest Receivables, monies received
thereunder on or after the Subsequent Cutoff Date;
(iii) the security interests in Financed Vehicles granted by
Obligors pursuant to such Subsequent Receivables and any
other interest of the Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to such
Subsequent Receivables from claims on any physical damage,
theft, credit life or disability insurance policies
covering the related Financed Vehicles or related Obligors;
(v) all rights to receive proceeds with respect to such
Subsequent Receivables from recourse to Dealers thereon
pursuant to the related Dealer Agreements;
(vi) all of the Seller's rights to the Receivable Files that
relate to such Subsequent Receivables;
(vii) all payments and proceeds with respect to such Subsequent
Receivables held by the Seller;
(viii) all property (including the right to receive Liquidation
Proceeds and Recoveries and Financed Vehicles and the
proceeds thereof acquired by the Seller pursuant to the
terms of a Subsequent Receivable that is a Final Payment
Receivable), guarantees and other collateral securing a
Subsequent Receivable (other than a Subsequent Receivable
purchased by the Servicer or repurchased by the Seller);
(ix) all rebates of premiums and other amounts relating to
insurance policies and other items financed under such
Subsequent Receivables in effect as of the Subsequent
Cutoff Date; and
(x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds
of every kind and nature whatsoever in respect of any or
all of the foregoing, including all proceeds of the
conversion thereof, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every
kind and other forms of obligations and receivables,
instruments and other property which at any time constitute
all or part of or are included in the proceeds of any of
the foregoing.
The foregoing sale does not constitute and is not intended to
result in any assumption by the Purchaser of any obligation of the
undersigned to the Obligors, insurers or any other Person in connection with
the Subsequent Receivables, the related Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.
This First-Tier Subsequent Assignment is made pursuant to and upon
the representations, warranties and agreements on the part of the undersigned
contained in the Purchase Agreement and is to be governed by the Purchase
Agreement.
The Seller hereby represents that as of the Subsequent Cut-off
Date the aggregate Principal Balance of the Subsequent Receivables conveyed
hereby was $162,658,994.21.
In the event that the foregoing sale, assignment, transfer and
conveyance is deemed to be a pledge, the undersigned hereby grants to the
Purchaser a first priority security interest in all of the undersigned's
right to and interest in the Subsequent Receivables and other property
described in clauses (i) through (x) above to secure a loan deemed to have
been made by the Purchaser to the undersigned in an amount equal to the sum
of the initial principal amount of the Notes plus accrued interest thereon
and the Initial Certificate Balance.
This First-Tier Subsequent Assignment shall be construed in
accordance with the laws of the State of New York and the obligations of the
undersigned under this First-Tier Subsequent Assignment shall be determined
in accordance with such laws.
Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in or incorporated by reference into
the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this First-Tier
Subsequent Assignment to be duly executed as of the day hereinabove set forth.
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: _____________________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice-President,
Finance and Treasurer
Schedule A
SCHEDULE OF SUBSEQUENT RECEIVABLES PROVIDED TO THE INDENTURE TRUSTEE
ON THE SUBSEQUENT CLOSING DATE, WHICH MAY BE ON COMPUTER TAPE, COMPACT DISK,
OR MICROFICHE