FIRST-TIER SUBSEQUENT ASSIGNMENT
Dated: July 10, 2002
For value received, in accordance with the Purchase
Agreement, dated as of June 1, 2002, between the undersigned and MMCA
Auto Receivables Trust (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
June 30, 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
$246,502,996.38.
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.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Excutive Vice President,
Finance & 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