SECOND-TIER SUBSEQUENT ASSIGNMENT
Dated: July 10, 2002
For value received, in accordance with and subject to the
Sale and Servicing Agreement, dated as of June 1, 2002 (the "Sale and
Servicing Agreement"), among MMCA Auto Owner Trust 2002-2 (the "Trust"),
MMCA Auto Receivables Trust, as the Seller (the "Seller"), and Mitsubishi
Motors Credit of America, Inc., as the Servicer (the "Servicer"), the
Seller hereby irrevocably sells, transfers, assigns and otherwise conveys
to the Trust, without recourse (subject to the obligations herein), all
right, title and interest of the Seller, whether now owned or hereafter
acquired, in, to and under the following:
(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 the 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 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 Servicer;
(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 of the Seller's rights under the First-Tier
Subsequent Assignment;
(x) 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
(xi) 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 Seller hereby represents that as of the Subsequent Cutoff
Date, the aggregate Principal Balance of the Subsequent Receivables was
$246,502,996.38.
The foregoing sale, transfer, assignment and conveyance shall not
constitute and is not intended to result in an assumption by the Trust of
any obligation of the Seller to the Obligors, the Dealers or any other
Person with respect the Subsequent Receivables set forth in Schedule A
attached hereto and the other Trust Property related thereto or any
agreement, document or instrument related thereto.
In the event that the foregoing sale, transfer,assignment and
conveyance is deemed to be a pledge, the Seller hereby grants to the Trust
a first priority security interest in all of the Seller's right to and
interest in the Subsequent Receivables and other property described in
clauses (i) through (xi) above to secure a loan deemed to have been made
by the Trust to the Seller 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 Second-Tier Subsequent Assignment shall be construed in
accordance with the laws of the State of New York and the obligations of
the Seller under this Second-Tier Subsequent Assignment shall be
determined in accordance with such laws.
This Second-Tier Subsequent Assignment is made pursuant to and
upon the representations, warranties and agreements on the part of the
Seller contained in the Sale and Servicing Agreement and is to be governed
in all respects by the Sale and Servicing Agreement. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned
to them in and incorporated by reference into the Sale and
Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Second-Tier
Subsequent Assignment to be duly executed as of the day hereinabove set forth.
MMCA AUTO RECEIVABLES TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
and General Manager
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