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EXHIBIT 10.1 - PURCHASE AGREEMENT
PURCHASE AGREEMENT
between
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.
as Seller
and
MMCA AUTO RECEIVABLES TRUST
as Purchaser
Dated as of November 1, 2000
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS......................................................4
ARTICLE II PURCHASE AND SALE OF RECEIVABLES.................................6
SECTION 2.1. Purchase and Sale of Receivables.........................6
SECTION 2.2. Payment of the Purchase Price............................7
SECTION 2.3. The Closing..............................................8
ARTICLE III REPRESENTATIONS AND WARRANTIES...................................8
SECTION 3.1. Representations and Warranties of the Purchaser..........8
SECTION 3.2. Representations and Warranties of the Seller.............9
ARTICLE IV CONDITIONS......................................................16
SECTION 4.1. Conditions to Obligations of the Purchaser..............16
SECTION 4.2. Conditions to Obligation of the Seller..................17
ARTICLE V COVENANTS OF THE SELLER.........................................17
SECTION 5.1. Protection of Right, Title and Interest.................17
SECTION 5.2. Other Liens or Interests................................19
SECTION 5.3. Costs and Expenses......................................19
SECTION 5.4. Indemnification.........................................19
SECTION 5.5. Sale....................................................20
ARTICLE VI MISCELLANEOUS PROVISIONS........................................20
SECTION 6.1. Obligations of Seller...................................20
SECTION 6.2. Repurchase Events.......................................20
SECTION 6.3. Purchaser's Assignment of Repurchased Receivables.......20
SECTION 6.4. Trust...................................................20
SECTION 6.5. Amendment...............................................21
SECTION 6.6. Accountants' Letters....................................21
SECTION 6.7. Waivers.................................................21
SECTION 6.8. Notices.................................................22
SECTION 6.9. Costs and Expenses......................................22
SECTION 6.10. Representations of the Seller and the Purchaser........22
SECTION 6.11. Confidential Information...............................22
SECTION 6.12. Headings and Cross-References..........................22
SECTION 6.13. Governing Law..........................................22
SECTION 6.14. Agreements of Purchaser................................22
SECTION 6.15. Counterparts...........................................23
EXHIBIT A FORM OF FIRST-TIER ASSIGNMENT................................A-1-1
EXHIBIT B SCHEDULE OF RECEIVABLES PROVIDED TO THE INDENTURE
TRUSTEE ON THE CLOSING DATE, WHICH MAY BE ON COMPUTER TAPE,
COMPACT DISK, OR MICROFICHE........................................A-2-1
SCHEDULE A Locations of Receivables Files..........................SA-1
PURCHASE AGREEMENT, dated as of November 1, 2000 (as amended,
supplemented or otherwise modified and in effect from time to time, this
"Agreement"), by and between MITSUBISHI MOTORS CREDIT OF AMERICA, INC., a
Delaware corporation (the "Seller"), having its principal executive office
at 6363 Katella Avenue, Cypress, California 90630-5205, and MMCA AUTO
RECEIVABLES TRUST, a Delaware business trust (the "Purchaser"), having its
principal executive office at 6363 Katella Avenue, Cypress, California
90630-5205.
WHEREAS, in the regular course of its business, the Seller
purchases certain motor vehicle retail installment sale contracts secured
by new and used automobiles and sports- utility vehicles from motor vehicle
dealers; and
WHEREAS, the Seller and the Purchaser wish to set forth the
terms pursuant to which the Receivables (such capitalized term and the
other capitalized terms used herein have the meanings assigned thereto
pursuant to Article I hereof) and certain additional property related
thereto are to be sold by the Seller to the Purchaser on the Closing Date,
which Receivables and other property related thereto will be sold by the
Purchaser, pursuant to the Sale and Servicing Agreement, to the MMCA Auto
Owner Trust 2000-2 to be created pursuant to the Trust Agreement.
NOW, THEREFORE, in consideration of the foregoing, other good
and valuable consideration, and the mutual terms and covenants contained
herein, the receipt and sufficiency of which are hereby acknowledged by the
parties hereto, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Terms not defined in this Agreement shall have the meaning set
forth in, or incorporated by reference into, the Sale and Servicing
Agreement or, if not defined therein, in the Indenture. As used in this
Agreement, the following terms shall, unless the context otherwise
requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms of the terms defined):
"Agreement" shall have the meaning specified in the preamble
hereto.
"Assignment" shall mean, for purposes of this Agreement, the
First-Tier Assignment.
"Closing" shall have the meaning specified in Section 2.3.
"Closing Date" shall mean November 15, 2000.
"Cutoff Date" shall mean October 31, 2000.
"Eligible Receivable" shall mean, each Receivable as to which
the representations and warranties of the Seller in Section 3.2(b) shall be
true and correct in all material respects as of the Cutoff Date.
"First-Tier Assignment" shall mean the document of assignment
in substantially the form attached to this Agreement as Exhibit A.
"Indenture" shall mean the Indenture, dated as of November 1,
2000, between the Trust and Bank of Tokyo - Mitsubishi Trust Company, a New
York banking corporation, as Indenture Trustee, as the same may from time
to time be amended, supplemented or otherwise modified and in effect.
"Officer's Certificate" shall mean, for purposes of this
Agreement, a certificate signed by the chairman, the president, any
executive vice president, vice president or the treasurer of the Seller and
delivered to the Purchaser.
"Prospectus" shall have the meaning assigned to such term in
the Underwriting Agreement.
"Purchaser" shall mean MMCA Auto Receivables Trust, a Delaware
business trust, and its successors and assigns.
"Receivable" shall mean, for purposes of this Agreement, each
motor vehicle retail installment sale contract described in the Schedule of
Receivables attached hereto as Exhibit B and all rights and obligations
thereunder and any amendments, modifications or supplements to such motor
vehicle retail installment sale contract.
"Receivables Purchase Price" shall mean $1,058,240,214.23.
"Relevant UCC" shall mean the Uniform Commercial Code, as in
effect from time to time in the relevant jurisdictions.
"Repurchase Event" shall have the meaning specified in Section
6.2.
"Sale and Servicing Agreement" shall mean the Sale and
Servicing Agreement, dated as of November 1, 2000, among Mitsubishi Motors
Credit of America, Inc., as servicer, the Purchaser, as seller, and the
Trust, as purchaser, as the same may from time to time be amended,
supplemented or otherwise modified and in effect.
"Schedule of Receivables" shall mean, for purposes of this
Agreement, the list of Receivables (which list may be in the form of
computer tape, microfiche or compact disk) annexed hereto as Exhibit B.
"Seller" shall mean Mitsubishi Motors Credit of America, Inc.,
a Delaware corporation, and its successors and assigns.
"Trust" shall mean the MMCA Auto Owner Trust 2000-2, a Delaware
business trust.
"Trust Agreement" shall mean the Amended and Restated Trust
Agreement, dated as of November 1, 2000, between the Purchaser, as
depositor, and Wilmington Trust Company, as Owner Trustee, as the same may
from time to time be amended, supplemented or otherwise modified and in
effect.
"Underwriting Agreements" shall mean the Class A Underwriting
Agreement, dated November 7, 2000, and the Class B Underwriting Agreement,
dated November 10, 2000, by and between Salomon Smith Barney Inc., as
representative of the several underwriters of the Class A Notes and as the
sole underwriter of the Class B Notes, and the Purchaser.
"Yield Supplement Agreement" shall mean the Yield Supplement
Agreement to be entered into by the Seller and the Purchaser on the Closing
Date, as the same may from time to time be amended, supplemented or
otherwise modified and in effect, in substantially the form attached to the
Sale and Servicing Agreement as Exhibit D.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
SECTION 2.1. Purchase and Sale of Receivables.
On the Closing Date, subject to the terms and conditions of
this Agreement, the Seller agrees to sell to the Purchaser, and the
Purchaser agrees to purchase from the Seller, the Receivables set forth in
the Schedule of Receivables and the other property relating thereto (as
described below).
On the Closing Date, and simultaneously with the transactions
to be consummated pursuant to the Indenture, the Sale and Servicing
Agreement and the Trust Agreement, the Seller shall, pursuant to the
First-Tier Assignment, sell, transfer, assign and otherwise convey to the
Purchaser, 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, collectively: (i) the Receivables; (ii)
with respect to Receivables that are Actuarial Receivables, monies due
thereunder after the Cutoff Date (including Payaheads) and, with respect to
Receivables that are Simple Interest Receivables, monies received
thereunder after the Cutoff Date; (iii) the security interests in Financed
Vehicles granted by Obligors pursuant to the Receivables and any other
interest of the Seller in such Financed Vehicles; (iv) all rights to
receive proceeds with respect to the 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 the Receivables from recourse to
Dealers thereon pursuant to the Dealer Agreements; (vi) all of the Seller's
rights to the Receivable Files that relate to the Receivables; (vii) all
payments and proceeds with respect to the 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 Receivable that is a Final Payment
Receivable), guarantees and other collateral securing a Receivable (other
than a 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 the Receivables in effect as of the
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.
It is the intention of the Seller and the Purchaser that the transfer
and assignment of the Receivables and the other property described in
clauses (i) through (x) of this Section 2.1 shall constitute a sale of the
Receivables and such other property from the Seller to the Purchaser,
conveying good title thereto free and clear of any liens, and the
Receivables and such other property shall not be part of the Seller's
estate in the event of the filing of a bankruptcy petition by or against
the Seller under any bankruptcy or similar law. However, in the event that
the foregoing transfer and assignment is deemed to be a pledge, the Seller
hereby grants to the Purchaser a first priority security interest in all of
the Seller's right to and interest in the Receivables and other property
described in the preceding paragraph to secure a loan deemed to have been
made by the Purchaser 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.
SECTION 2.2. Payment of the Purchase Price. In consideration
for the Receivables, the other property described in Section 2.1 and
delivery of the Yield Supplement Agreement, the Purchaser shall, on or
prior to the Closing Date, pay to or upon the order of the Seller the
Receivables Purchase Price. An amount equal to $905,675,532.69 of the
Receivables Purchase Price shall be paid to the Seller in cash. The
remainder of the Receivables Purchase Price shall be paid by crediting the
Seller with a contribution to the capital of the Purchaser. The portion of
the Receivables Purchase Price to be paid in cash shall be by federal wire
transfer (same day) funds.
SECTION 2.3. The Closing. The sale and purchase of the
Receivables shall take place at a closing (the "Closing") at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New
York 10036-6522 on the Closing Date, simultaneously with the closings
under: (a) the Sale and Servicing Agreement, pursuant to which the
Purchaser will assign all of its right, title and interest in, to and under
the Receivables, the Yield Supplement Agreement and other property
described in Section 2.1 to the Trust in exchange for the Notes and the
Certificates; (b) the Indenture, pursuant to which the Trust will issue the
Notes and pledge all of its right, title and interest in, to and under the
Trust Property to secure the Notes; (c) the Trust Agreement, pursuant to
which the Trust will issue the Certificates; and (d) the Underwriting
Agreements, pursuant to which the Purchaser will sell the Notes to the
Persons named therein.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to the Seller as of the date
hereof and the Closing Date:
(a) Organization, etc. The Purchaser has been duly
established and is validly existing as a business trust in good standing
under the laws of the State of Delaware, with the power and authority to
own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all
relevant times, and has, the power, authority, and legal right to acquire
and own the Receivables, and has the power and authority to execute and
deliver this Agreement and to carry out its terms.
(b) Due Qualification. The Purchaser is duly qualified to
do business as a foreign business trust in good standing, and has obtained
all necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require
such qualifications.
(c) Due Authorization and Binding Obligation. This
Agreement has been duly authorized, executed and delivered by the
Purchaser, and is the valid, binding and enforceable obligation of the
Purchaser except as the same may be limited by insolvency, bankruptcy,
reorganization or other laws relating to or affecting the enforcement of
creditors' rights or by general equity principles.
(d) No Violation. The execution, delivery and performance
by the Purchaser of this Agreement and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not
conflict with, result in any breach of any of the terms and provisions of,
or constitute (with or without notice or lapse of time or both) a default
under, its Certificate of Trust or its amended and restated trust
agreement, or conflict with, or breach any of the terms or provisions of,
or constitute (with or without notice or lapse of time or both) a default
under, any indenture, agreement, mortgage, deed of trust or other
instrument to which the Purchaser is a party or by which the Purchaser is
bound or to which any of its properties are subject, or result in the
creation or imposition of any lien upon any of its properties pursuant to
the terms of any such indenture, agreement, mortgage, deed of trust or
other instrument (other than this Agreement), or violate any law, order,
rule, or regulation, applicable to the Purchaser or its properties, of any
federal or state regulatory body, any court, administrative agency, or
other governmental instrumentality having jurisdiction over the Purchaser
or any of its properties.
(e) No Proceedings. No proceedings or investigations are
pending to which the Purchaser is a party or of which any property of the
Purchaser is the subject, and, to the best knowledge of the Purchaser, no
such proceedings or investigations are threatened or contemplated by
governmental authorities or threatened by others, other than such
proceedings or investigations which will not have a material adverse effect
upon the general affairs, financial position, net worth or results of
operations (on an annual basis) of the Purchaser and which do not (i)
assert the invalidity of this Agreement, (ii) seek to prevent the
consummation of any of the transactions contemplated by this Agreement or
(iii) seek any determination or ruling that might materially and adversely
affect the performance by the Purchaser of its obligations under, or the
validity or enforceability of, this Agreement.
SECTION 3.2. Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the
Purchaser as of the date hereof and the Closing Date:
(i) Organization, etc. The Seller has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware, with the power and
authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently
conducted, and is duly qualified to transact business and is in good
standing in each jurisdiction in the United States of America in
which the conduct of its business or the ownership or lease of its
property requires such qualification.
(ii) Power and Authority; Binding Obligation. The Seller
has full power and authority to sell and assign the property sold and
assigned to the Purchaser hereunder on the Closing Date and has duly
authorized such sales and assignments to the Purchaser by all
necessary corporate action. This Agreement and the First-Tier
Assignment has been duly authorized, executed and delivered by the
Seller, and in each case shall constitute the legal, valid, binding
and enforceable obligation of the Seller except as the same may be
limited by insolvency, bankruptcy, reorganization or other laws
relating to or affecting the enforcement of creditors' rights or by
general equity principles.
(iii) No Violation. The execution, delivery and
performance by the Seller of this Agreement and the consummation of
the transactions contemplated hereby and the fulfillment of the terms
hereof will not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, the certificate of
incorporation or bylaws of the Seller, or conflict with, or breach
any of the terms or provisions of, or constitute (with or without
notice or lapse of time or both) a default under, any indenture,
agreement, mortgage, deed of trust or other instrument to which the
Seller is a party or by which the Seller is bound or any of its
properties are subject, or result in the creation or imposition of
any lien upon any of its properties pursuant to the terms of any such
indenture, agreement, mortgage, deed of trust or other instrument
(other than this Agreement), or violate any law, order, rule or
regulation, applicable to the Seller or its properties, of any
federal or state regulatory body, any court, administrative agency,
or other governmental instrumentality having jurisdiction over the
Seller or any of its properties.
(iv) No Proceedings. No proceedings or investigations are
pending to which the Seller is a party or of which any property of
the Seller is the subject, and, to the best knowledge of the Seller,
no such proceedings or investigations are threatened or contemplated
by governmental authorities or threatened by others, other than such
proceedings or investigations which will not have a material adverse
effect upon the general affairs, financial position, net worth or
results of operations (on an annual basis) of the Seller and do not
(i) assert the invalidity of this Agreement, (ii) seek to prevent the
consummation of any of the transactions contemplated by this
Agreement or (iii) seek any determinations or ruling that might
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this
Agreement.
(v) Florida Securities and Investor Protection Act. In
connection with the offering of the Notes in the State of Florida,
the Seller hereby certifies that it has complied with all provisions
of Section 517.075 of the Florida Securities and Investor Protection
Act.
(b) The Seller makes the following representations and
warranties as to the Receivables on which the Purchaser relies in accepting
the Receivables. Such representations and warranties speak as of the
Closing Date, except to the extent otherwise provided in the following
representations and warranties, but shall survive the sale, transfer, and
assignment of the Receivables to the Purchaser hereunder:
(i) Characteristics of Receivables. Each Receivable (a)
shall have been originated (x) in the United States of America by a
Dealer for the consumer or commercial sale of a Financed Vehicle in
the ordinary course of such Dealer's business or (y) by the Seller in
connection with the refinancing by the Seller of a motor vehicle
retail installment sale contract of the type described in subclause
(x) above, shall have been fully and properly executed by the parties
thereto, shall have been purchased by the Seller from such Dealer
under an existing Dealer Agreement with the Seller (unless such
Receivable was originated by the Seller in connection with a
refinancing), and shall have been validly assigned by such Dealer to
the Seller in accordance with its terms (unless such Receivable was
originated by the Seller in connection with a refinancing), (b) shall
have created or shall create a valid, binding, subsisting and
enforceable first priority security interest in favor of the Seller
on the related Financed Vehicle, which security interest has been
validly assigned by the Seller to the Purchaser, (c) shall contain
customary and enforceable provisions such that the rights and
remedies of the holder thereof shall be adequate for realization
against the collateral of the benefits of the security, (d) in the
case of Standard Receivables, shall provide for monthly payments that
fully amortize the Amount Financed by maturity of the Receivable and
yield interest at the APR, (e) in the case of Final Payment
Receivables, shall provide for a series of fixed level monthly
payments and a larger payment due after such level monthly payments
that fully amortize the Amount Financed by maturity and yield
interest at the APR, (f) shall provide for, in the event that such
contract is prepaid, a prepayment that fully pays the Principal
Balance and all accrued and unpaid interest thereon, (g) is a retail
installment sale contract, (h) is secured by a new or used automobile
or sports-utility vehicle, and (i) is an Actuarial Receivable or a
Simple Interest Receivable (and may also be a Final Payment
Receivable).
(ii) Schedule of Receivables. The information set forth
in the Schedule of Receivables shall be true and correct in all
material respects as of the opening of business on the Cutoff Date
and no selection procedures believed to be adverse to the Noteholders
or the Certificateholders shall have been utilized in selecting the
Receivables from those receivables which meet the criteria contained
herein. The compact disk or other listing regarding the Receivables
made available to the Purchaser and its assigns (which compact disk
or other listing is required to be delivered as specified herein) is
true and correct in all respects.
(iii) Compliance with Law. Each Receivable and the sale
of the related Financed Vehicle shall have complied, at the time it
was originated or made, and shall comply on the Closing Date in all
material respects with all requirements of applicable Federal, state,
and local laws, and regulations thereunder, including, without
limitation, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Fair
Credit Billing Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the
Federal Reserve Board's Regulations B and Z, the Soldiers' and
Sailors' Civil Relief Act of 1940, the Texas Consumer Credit Code,
and State adaptations of the Uniform Consumer Credit Code, and other
consumer credit laws and equal credit opportunity and disclosure
laws.
(iv) Binding Obligation. Each Receivable shall represent
the genuine, legal, valid and binding payment obligation in writing
of the Obligor, enforceable by the holder thereof in accordance with
its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting the
enforcement of creditors' rights generally and by general principles
of equity.
(v) No Government Obligor. None of the Receivables is due
from the United States of America or any state or from any agency,
department or instrumentality of the United States of America or any
state.
(vi) Security Interest in Financed Vehicle. Immediately
prior to the sale, assignment, and transfer thereof, each Receivable
shall be secured by a valid, subsisting and enforceable perfected
first priority security interest in the related Financed Vehicle in
favor of the Seller as secured party and, at such time as enforcement
of such security interest is sought, there shall exist a valid,
subsisting and enforceable first priority perfected security interest
in such Financed Vehicle for the benefit of the Seller and the
Purchaser, respectively (subject to any statutory or other lien
arising by operation of law after the Closing Date which is prior to
such security interest), or all necessary and appropriate action with
respect to such Receivables shall have been taken to perfect a first
priority security interest in such Financed Vehicle for the benefit
of the Seller and the Purchaser, respectively.
(vii) Receivables in Force. No Receivable shall have been
satisfied, subordinated, or rescinded, nor shall any Financed Vehicle
have been released from the Lien granted by the related Receivable in
whole or in part, which security interest shall be assignable by the
Seller to the Purchaser.
(viii) No Waiver. No provision of a Receivable shall have
been waived in such a manner that such Receivable fails to meet all
of the representations and warranties made by the Seller in this
Section 3.2(b) with respect thereto.
(ix) No Defenses. No right of rescission, setoff,
counterclaim, or defense shall have been asserted or threatened with
respect to any Receivable.
(x) No Liens. To the best of the Seller's knowledge, no
liens or claims shall have been filed for work, labor, or materials
relating to a Financed Vehicle that shall be liens prior to, or equal
or coordinate with, the security interest in the Financed Vehicle
granted by the Receivable.
(xi) No Default; Repossession. Except for payment
defaults continuing for a period of not more than thirty (30) days or
payment defaults of 10% or less of a Scheduled Payment, in each case
as of the Cutoff Date, or the failure of the Obligor to maintain
satisfactory physical damage insurance covering the Financed Vehicle,
no default, breach, violation, or event permitting acceleration under
the terms of any Receivable shall have occurred; no continuing
condition that with notice or the lapse of time or both would
constitute a default, breach, violation, or event permitting
acceleration under the terms of any Receivable shall have arisen; the
Seller shall not have waived any of the foregoing; and no Financed
Vehicle shall have been repossessed as of the Cutoff Date.
(xii) Insurance. Each Contract shall require the related
Obligor to maintain physical damage insurance (which insurance shall
not be force placed insurance) covering the Financed Vehicle, in the
amount determined by the Seller in accordance with its customary
procedures.
(xiii) Title. It is the intention of the Seller that each
transfer and assignment of the Receivables herein contemplated
constitute a sale of such Receivables from the Seller to the
Purchaser and that the beneficial interest in, and title to, such
Receivables not be part of the Seller's estate in the event of the
filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. No Receivable has been sold, transferred, assigned,
or pledged by the Seller to any Person other than the Purchaser.
Immediately prior to each transfer and assignment of the Receivables
herein contemplated, the Seller had good and marketable title to such
Receivables free and clear of all Liens, encumbrances, security
interests, and rights of others and, immediately upon the transfer
thereof, the Purchaser shall have good and marketable title to such
Receivables, free and clear of all Liens, encumbrances, security
interests, and rights of others; and the transfer has been perfected
by all necessary action under the Relevant UCC.
(xiv) Valid Assignment. No Receivable shall have been
originated in, or shall be subject to the laws of, any jurisdiction
under which the sale, transfer, and assignment of such Receivable
under this Agreement shall be unlawful, void, or voidable. The Seller
has not entered into any agreement with any obligor that prohibits,
restricts or conditions the assignment of any portion of the
Receivables.
(xv) All Filings Made. All filings (including, without
limitation, filings under the Relevant UCC) necessary in any
jurisdiction to give the Purchaser a first priority perfected
security interest in the Receivables shall be made within ten (10)
days of the Closing Date.
(xvi) Chattel Paper. Each Receivable constitutes "chattel
paper" as defined in the Relevant UCC.
(xvii) One Original. There shall be only one original
executed copy of each Receivable in existence.
(xviii) Principal Balance. Each Receivable had an
original principal balance (net of unearned precomputed finance
charges) of not more than $60,000, and a remaining Principal Balance
as of the Cutoff Date of not less than $100.
(xix) No Bankrupt Obligors. No Receivable was due from an
Obligor who, as of the Cutoff Date, was the subject of a proceeding
under the Bankruptcy Code of the United States or was bankrupt.
(xx) New and Used Vehicles. Approximately 97.28% of the
Pool Balance, constituting approximately 94.58% of the total number
of the Receivables, relate to new automobiles and sports-utility
vehicles, substantially all of which were manufactured or distributed
by Mitsubishi Motors. Approximately 2.05% of the Pool Balance,
constituting approximately 4.38% of the total number of Receivables,
relate to used automobiles and sports-utility vehicle, substantially
all of which were manufactured or distributed by Mitsubishi Motors.
Approximately 0.03% of the Pool Balance, constituting approximately
0.03% of the total number of Receivables, relate to program
automobiles and sports-utility vehicles, substantially all of which
were manufactured or distributed by Mitsubishi Motors. Approximately
0.63% of the Pool Balance, constituting approximately 1.01% of the
total number of Receivables, relate to other used automobiles and
sports-utility vehicles.
(xxi) Origination. Each Receivable shall have an
origination date during or after May 1996.
(xxii) Maturity of Receivables. Each Receivable shall
have, as of the Cutoff Date, not more than sixty (60) remaining
Scheduled Payments due.
(xxiii) Weighted Average Number of Payments. As of the
Cutoff Date, the weighted average number of payments remaining until
the maturity of the Receivables shall be not more than 53.32
Scheduled Payments.
(xxiv) Annual Percentage Rate. Each Receivable shall have
an APR of at least 0% and not more than 30%.
(xxv) Scheduled Payments. No Receivable shall have a
payment of which more than 10% of such payment is more than thirty
(30) days overdue as of the Cutoff Date.
(xxvi) Location of Receivable Files. The Receivable Files
shall be kept at one or more of the locations listed in Schedule A
hereto.
(xxvii) Capped Receivables and Simple Interest
Receivables. Except to the extent that there has been no material
adverse effect on Noteholders or Certificateholders, each Capped
Receivable has been treated consistently by the Seller as a Simple
Interest Receivable and payments with respect to each Simple Interest
Receivable have been allocated consistently in accordance with the
Simple Interest Method.
(xxviii) Agreement. The representations and warranties of
the Seller in Section 6.1 are true and correct.
(xxix) Other Data. The tabular data and the numerical
data relating to the characteristics of the Receivables contained in
the Prospectus are true and correct in all material respects.
(xxx) Last Scheduled Payments. The aggregate principal
balance of the Last Scheduled Payments of Final Payment Receivables
that are Receivables, as a percentage of the Pool Balance as of the
Cutoff Date, shall be not greater than 10.00%.
(xxxi) Receivable Yield Supplement Amounts. An amount
equal to the sum of all projected Yield Supplement Amounts for all
future Payment Dates with respect to each Deferred Payment
Receivable, assuming that no prepayments are made on the Deferred
Payment Receivable, has been deposited to the Yield Supplement
Account on or prior to the Closing Date.
(xxxii) Prepaid Receivables. No Receivable shall have
been pre-paid by more than six monthly payments as of the Cutoff
Date.
(xxxiii) Limited Credit Experience. The aggregate
principal balance of the Receivables on which the Obligor has limited
credit experience, as a percentage of the aggregate principal balance
of all of such Receivables, in each case as of the Cutoff Date, shall
be not greater than 3.29%.
(xxxiv) Deferred Payment Receivables. As of the Cutoff
Date $78,807,164.56 total Principal Balance of Deferred Payment
Receivables included in the Receivables had a first payment that, as
of the date of inception of the Receivable, was deferred for 300 days
or greater. As of the Cutoff Date $80,573,018.45 total Principal
Balance of Deferred Payment Receivables included in the Receivables
had a first payment that, as of the date of inception of the
Receivables, was deferred for a period of between 200 and 299 days.
As of the Cutoff Date $52,270,769.21 total Principal Balance of
Deferred Payment Receivables included in the Receivables had a first
payment that, as of the date of inception of the Receivables, was
deferred for a period of between 100 and 199 days. As of the Cutoff
Date $5,564,933.06 total Principal Balance of Deferred Payment
Receivables included in the Receivables had a first payment that, as
of the date of inception of the Receivables, was deferred for a
period of 99 days or less.
(xxxv) Modified Receivables. The APR of any Modified
Receivable is equal to the APR of the related Deferred Payment
Receivable. The date on which the final Scheduled Payment is due on a
Modified Receivable is not different than the date set forth in the
related Contract as the date on which the final Scheduled Payment
under such Receivable is due. No Deferred Payment Receivable became a
Modified Receivable after 90 days following the date the first
Scheduled Payment on the Receivable was due.
ARTICLE IV
CONDITIONS
SECTION 4.1. Conditions to Obligations of the Purchaser.
(a) Receivables. The obligation of the Purchaser to
purchase the Receivables is subject to the satisfaction of the following
conditions:
(i) Representations and Warranties True. The
representations and warranties of the Seller hereunder shall be true
and correct on the Cutoff Date or on the Closing Date, as
appropriate, with the same effect as if then made, and the Seller
shall have performed all obligations to be performed by it hereunder
on or prior to the Closing Date.
(ii) Computer Files Marked. The Seller shall, at its own
expense, on or prior to the Closing Date, indicate in its computer
files that the Receivables have been sold to the Purchaser pursuant
to this Agreement and the First-Tier Assignment and deliver to the
Purchaser the Schedule of Receivables certified by an officer of the
Seller to be true, correct and complete.
(iii) Documents to be delivered by the Seller at the
Closing.
(A) The First-Tier Assignment. At the Closing, the
Seller will execute and deliver the First-Tier Assignment in
substantially the form of Exhibit A hereto.
(B) The Yield Supplement Agreement. At the Closing,
the Seller will execute and deliver the Yield Supplement Agreement.
(C) Evidence of UCC Filing. Within ten (10) days of
the Closing Date, the Seller shall record and file, at its own
expense, a UCC-1 financing statement in each jurisdiction in
which required by applicable law, executed by the Seller, as
seller or debtor, and naming the Purchaser, as purchaser or
secured party, naming the Receivables and the other property
conveyed under Section 2.1 as collateral, meeting the
requirements of the laws of each such jurisdiction and in such
manner as is necessary to perfect the sale, transfer,
assignment and conveyance of the Receivables to the Purchaser.
The Seller shall deliver a file-stamped copy, or other evidence
satisfactory to the Purchaser of such filing, to the Purchaser
within ten (10) days of the Closing Date.
(D) Other Documents. Such other documents as the
Purchaser may reasonably request.
(iv) Other Transactions. The transactions contemplated by
the Sale and Servicing Agreement, the Indenture, the Trust Agreement
and the Underwriting Agreements shall be consummated on the Closing
Date.
SECTION 4.2. Conditions to Obligation of the Seller. The
obligation of the Seller to sell the Receivables to the Purchaser on the
Closing Date is subject to the satisfaction of the following conditions:
(a) Representations and Warranties True. The
representations and warranties of the Purchaser hereunder shall be true and
correct on the Closing Date with the same effect as if then made, and the
Purchaser shall have performed all obligations to be performed by it
hereunder on or prior to the Closing Date.
(b) Receivables Purchase Prices. On or prior to the
Closing Date, the Purchaser shall deliver to the Seller the Receivables
Purchase Price, as provided in Section 2.2.
ARTICLE V
COVENANTS OF THE SELLER
The Seller agrees with the Purchaser as follows; provided, that
to the extent that any provision of this Article V conflicts with any
provision of the Sale and Servicing Agreement, the Sale and Servicing
Agreement shall govern:
SECTION 5.1. Protection of Right, Title and Interest.
(a) The Seller shall execute and file such financing
statements and cause to be executed and filed such continuation statements,
all in such manner and in such places as may be required by law fully to
preserve, maintain, and protect the interest of the Purchaser under this
Agreement in, to and under the Receivables and the other property conveyed
hereunder and in the proceeds thereof. The Seller shall deliver (or cause
to be delivered) to the Purchaser file-stamped copies of, or filing
receipts for, any document filed as provided above, as soon as available
following such filing.
(b) The Seller shall not change its name, identity, or
corporate structure in any manner that would, could, or might make any
financing statement or continuation statement filed by the Seller in
accordance with paragraph (a) above seriously misleading within the meaning
of Section 9-402(7) of the Relevant UCC, unless it shall have given the
Purchaser at least sixty (60) days' prior written notice thereof and shall
have promptly filed appropriate amendments to all previously filed
financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least sixty
(60) days' prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable
provisions of the Relevant UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new
financing statement and shall promptly file any such amendment,
continuation statement or new financing statement. The Seller shall at all
times maintain each office from which it shall service Receivables, and its
principal executive office, within the United States of America.
(d) The Seller shall maintain accounts and records as to
each Receivable accurately and in sufficient detail to permit the reader
thereof to know at any time the status of such Receivable, including
payments and recoveries made and payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems so
that, from and after the time of sale hereunder of the Receivables to the
Purchaser, the Seller's master computer records (including any back-up
archives) that refer to a Receivable shall indicate clearly the interest of
the Purchaser in such Receivable and that such Receivable is owned by the
Purchaser (or, upon sale of the Receivables to the Trust, by the Trust).
Indication of the Purchaser's ownership of a Receivable shall be deleted
from or modified on the Seller's computer systems when, and only when, the
Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller shall propose to sell,
grant a security interest in, or otherwise transfer any interest in any
automobile or sports-utility vehicle receivables (other than the
Receivables) to any prospective purchaser, lender, or other transferee, the
Seller shall give to such prospective purchaser, lender, or other
transferee computer tapes, compact disks, records, or print-outs (including
any restored from back-up archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly that such Receivable
has been sold and is owned by the Purchaser or its assignee unless such
Receivable has been paid in full or repurchased.
(g) The Seller shall permit the Purchaser and its agents
at any time during normal business hours to inspect, audit, and make copies
of and abstracts from the Seller's records regarding any Receivable.
(h) Upon request, the Seller shall furnish to the
Purchaser, within ten (10) Business Days, a list of all Receivables (by
contract number and name of Obligor) then owned by the Purchaser, together
with a reconciliation of such list to the Schedule of Receivables.
SECTION 5.2. Other Liens or Interests. Except for the
conveyances hereunder, the Seller will not sell, pledge, assign or transfer
any Receivable to any other Person, or grant, create, incur, assume or
suffer to exist any Lien on any interest therein, and the Seller shall
defend the right, title, and interest of the Purchaser in, to and under the
Receivables against all claims of third parties claiming through or under
the Seller; provided, however, that the Seller's obligations under this
Section 5.2 shall terminate upon the termination of the Trust pursuant to
the Trust Agreement.
SECTION 5.3. Costs and Expenses. The Seller agrees to pay all
reasonable costs and disbursements in connection with the perfection, as
against all third parties, of the Purchaser's right, title and interest in,
to and under the Receivables.
SECTION 5.4. Indemnification.
(a) The Seller shall defend, indemnify, and hold harmless
the Purchaser from and against any and all costs, expenses, losses,
damages, claims, and liabilities, arising out of or resulting from the
failure of a Receivable to be originated in compliance with all
requirements of law and for any breach of any of the Seller's
representations and warranties contained herein.
(b) The Seller shall defend, indemnify, and hold harmless
the Purchaser from and against any and all costs, expenses, losses,
damages, claims, and liabilities, arising out of or resulting from the use,
ownership, or operation by the Seller or any Affiliate thereof of a
Financed Vehicle.
(c) The Seller shall defend, indemnify, and hold harmless
the Purchaser from and against any and all taxes, except for taxes on the
net income of the Purchaser, that may at any time be asserted against the
Purchaser with respect to the transactions contemplated herein and in the
Yield Supplement Agreement, including, without limitation, any sales, gross
receipts, general corporation, tangible personal property, privilege, or
license taxes and costs and expenses in defending against the same.
(d) The Seller shall defend, indemnify, and hold harmless
the Purchaser from and against any and all costs, expenses, losses,
damages, claims and liabilities to the extent that such cost, expense,
loss, damage, claim or liability arose out of, or was imposed upon the
Purchaser through, the negligence, willful misfeasance, or bad faith of the
Seller in the performance of its duties under this Agreement or the Yield
Supplement Agreement, as the case may be, or by reason of reckless
disregard of the Seller's obligations and duties under the Agreement or the
Yield Supplement Agreement, as the case may be.
(e) The Seller shall defend, indemnify, and hold harmless
the Purchaser from and against all costs, expenses, losses, damages, claims
and liabilities arising out of or incurred in connection with the
acceptance or performance of the Seller's trusts and duties as Servicer
under the Sale and Servicing Agreement, except to the extent that such
cost, expense, loss, damage, claim or liability shall be due to the willful
misfeasance, bad faith, or negligence (except for errors in judgment) of
the Purchaser.
These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.
SECTION 5.5. Sale. The Seller agrees to treat this conveyance
for all purposes (including without limitation tax and financial accounting
purposes) as an absolute transfer on all relevant books, records, tax
returns, financial statements and other applicable documents.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. Obligations of Seller. The obligations of the
Seller under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.
SECTION 6.2. Repurchase Events. The Seller hereby covenants and
agrees with the Purchaser for the benefit of the Purchaser, the Indenture
Trustee, the Owner Trustee, the Noteholders and the Certificateholders,
that the occurrence of a breach of any of the Seller's representations and
warranties contained in Section 3.2(b) shall constitute an event obligating
the Seller to repurchase Receivables hereunder (each, a "Repurchase Event")
at a price equal to the Purchase Amount from the Purchaser or from the
Trust. Subject to Section 5.4(a), the repurchase obligation of the Seller
shall constitute the sole remedy to the Purchaser, the Indenture Trustee,
the Owner Trustee, the Noteholders and the Certificateholders against the
Seller with respect to any Repurchase Event.
SECTION 6.3. Purchaser's Assignment of Repurchased Receivables.
With respect to all Receivables repurchased by the Seller pursuant to
Section 6.2 of this Agreement, the Purchaser shall assign, without
recourse, representation or warranty, to the Seller all the Purchaser's
right, title and interest in, to and under such Receivables, and all
security and documents relating thereto.
SECTION 6.4. Trust. The Seller acknowledges that:
(a) The Purchaser will, pursuant to the Sale and
Servicing Agreement, sell the Receivables to the Trust on the Closing Date
and assign its rights under this Agreement and the Yield Supplement
Agreement to the Owner Trustee for the benefit of the Noteholders and the
Certificateholders, and that the representations and warranties contained
in this Agreement and the rights of the Purchaser under this Agreement,
including under Sections 6.2 and 6.3, are intended to benefit the Trust,
the Noteholders and the Certificateholders. The Seller hereby consents to
such sale and assignment.
(b) The Trust will, pursuant to the Indenture, pledge the
Receivables and its rights under this Agreement and the Yield Supplement
Agreement to the Indenture Trustee for the benefit of the Noteholders, and
the representations and warranties contained in this Agreement and the
rights of the Purchaser under this Agreement, including under Sections 6.2
and 6.3, are intended to benefit the Noteholders. The Seller hereby
consents to such pledge.
SECTION 6.5. Amendment. This Agreement may be amended from time
to time by a written amendment duly executed and delivered by the Seller
and the Purchaser; provided, however, that any such amendment that
materially adversely affects the rights of the Noteholders or the
Certificateholders under the Indenture, Sale and Servicing Agreement or
Trust Agreement shall be consented to by the Holders of Notes evidencing
not less than 51% of the then Outstanding Notes and the Holders of
Certificates evidencing not less than 51% of the Certificate Balance.
SECTION 6.6. Accountants' Letters.
(a) Ernst & Young LLP will perform certain procedures
regarding the characteristics of the Receivables described in the Schedule
of Receivables set forth as Exhibit B hereto and will compare those
characteristics to the information with respect to the Receivables
contained in the Prospectus.
(b) Seller will cooperate with the Purchaser and Ernst &
Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to complete the procedures
set forth in Section 6.6(a) above and to deliver the letters required of
them under the Underwriting Agreement.
(c) Ernst & Young LLP will deliver to the Purchaser a
letter, dated the date of the Prospectus, in the form previously agreed to
by the Seller and the Purchaser, with respect to the financial and
statistical information contained in the Prospectus under the captions
"Delinquency Experience," "Net Credit Loss and Repossession Experience" and
"Contracts Providing for Balloon Payments: Loss Experience on Returned
Vehicles" and with respect to such other information as may be agreed in
the forms of such letters.
SECTION 6.7. Waivers. No failure or delay on the part of the
Purchaser in exercising any power, right or remedy under this Agreement or
any Assignment shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or
remedy.
SECTION 6.8. Notices. All communications and notices pursuant
hereto to either party shall be in writing or by confirmed facsimile or
telecopy and addressed or delivered to it at its address shown in the
opening portion of this Agreement or at such other address as may be
designated by it by notice to the other party and, if mailed or sent by
telecopy or facsimile, shall be deemed given when mailed or when electronic
confirmation of the telecopy or facsimile is received.
SECTION 6.9. Costs and Expenses. The Seller will pay all
expenses incident to the performance of its obligations under this
Agreement and the Seller agrees to pay all reasonable out-of-pocket costs
and expenses of the Purchaser, excluding fees and expenses of counsel, in
connection with the perfection as against third parties of the Purchaser's
right, title and interest in, to and under the Receivables and the
enforcement of any obligation of the Seller hereunder.
SECTION 6.10. Representations of the Seller and the Purchaser.
The respective agreements, representations, warranties and other statements
by the Seller and the Purchaser set forth in or made pursuant to this
Agreement shall remain in full force and effect and will survive the
Closing.
SECTION 6.11. Confidential Information. The Purchaser agrees
that it will neither use nor disclose to any Person the names and addresses
of the Obligors, except in connection with the enforcement of the
Purchaser's rights hereunder, under the Receivables, the Sale and Servicing
Agreement or as required by law.
SECTION 6.12. Headings and Cross-References. The various
headings in this Agreement are included for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement.
References in this Agreement to Section names or numbers are to such
Sections of this Agreement.
SECTION 6.13. Governing Law. This Agreement and each Assignment
shall be governed by, and construed in accordance with, the internal laws
of the State of New York.
SECTION 6.14. Agreements of Purchaser.
(a) The Purchaser will not commingle any of its assets
with those of the Seller or the ultimate parent of the Purchaser.
(b) The Purchaser will maintain separate corporate
records and books of account from those of the Seller or the ultimate
parent of the Purchaser.
(c) The Purchaser will conduct its business from an
office separate from the Seller or the ultimate parent of the Purchaser.
SECTION 6.15. Counterparts. This Agreement may be executed in
two or more counterparts and by different parties on separate counterparts,
each of which shall be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereby have caused this
Purchase Agreement to be executed by their respective officers thereunto
duly authorized as of the date and year first above written.
MITSUBISHI MOTORS CREDIT OF
AMERICA, INC., as Seller
By: /s/ C. A. Tredway
----------------------------------------------
Name: C. A. Tredway
Title: Executive Vice President & General Manager
MMCA AUTO RECEIVABLES TRUST,
as Purchaser
By: /s/ Hideyuki Kitamura
----------------------------------------------
Name: Hideyuki Kitamura
Title: Secretary & Treasurer
EXHIBIT A
FORM OF FIRST-TIER ASSIGNMENT
For value received, in accordance with the Purchase Agreement,
dated as of November 1, 2000, 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 Receivables; (ii) with respect to Receivables that are Actuarial
Receivables, monies due thereunder after the Cutoff Date (including
Payaheads) and, with respect to Receivables that are Simple Interest
Receivables, monies received thereunder after the Cutoff Date; (iii) the
security interests in Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to the 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 the Receivables from
recourse to Dealers thereon pursuant to the Dealer Agreements; (vi) all of
the Seller's rights to the Receivable Files that relate to the Receivables;
(vii) all payments and proceeds with respect to the 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 an Receivable that is a
Final Payment Receivable), guarantees and other collateral securing a
Receivable (other than a 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 the
Receivables in effect as of the 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 Receivables, the related Receivable
Files, any insurance policies or any agreement or instrument relating to
any of them.
This First-Tier 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.
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 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 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 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
Assignment to be duly executed as of November 15, 2000.
MITSUBISHI MOTORS CREDIT
OF AMERICA, INC.
By:
----------------------
Name:
Title:
EXHIBIT B
SCHEDULE OF RECEIVABLES PROVIDED TO
THE INDENTURE TRUSTEE ON THE CLOSING DATE,
WHICH MAY BE ON COMPUTER TAPE,
COMPACT DISK, OR MICROFICHE
SCHEDULE A
Locations of Receivables Files
Corporate Office
6363 Katella Avenue
P.O. Box 6038
Cypress, CA 90630-5205
National Service Center
10805 Holder Street, Third Floor
P.O. Box 6043
Cypress, CA 90630-0040
